as Borrower,
as Administrative Agent
as Lead Arranger
* | Certain portions of the Credit Agreement have been omitted based upon a request for confidential treatment filed with the Securities and Exchange Commission. The non-public information has been filed with the Securities and Exchange Commission. |
Page | ||||
ARTICLE I | ||||
DEFINITIONS | ||||
SECTION 1.01 Defined Terms | 1 | |||
SECTION 1.02 Classification of Loans and Borrowings | 29 | |||
SECTION 1.03 Terms Generally | 30 | |||
SECTION 1.04 Accounting Terms; GAAP | 30 | |||
SECTION 1.05 Currencies; Currency Equivalents | 30 | |||
ARTICLE II | ||||
THE CREDITS | ||||
SECTION 2.01 The Commitments | 31 | |||
SECTION 2.02 Loans and Borrowings | 32 | |||
SECTION 2.03 Requests for Syndicated Borrowings | 34 | |||
SECTION 2.04 Swingline Loans | 35 | |||
SECTION 2.05 Letters of Credit | 36 | |||
SECTION 2.06 Funding of Borrowings | 41 | |||
SECTION 2.07 Interest Elections | 41 | |||
SECTION 2.08 Termination and Reduction of the Commitments | 43 | |||
SECTION 2.09 Repayment of Loans; Evidence of Debt | 46 | |||
SECTION 2.10 Prepayment of Loans | 48 | |||
SECTION 2.11 Fees | 53 | |||
SECTION 2.12 Interest | 54 | |||
SECTION 2.14 Increased Costs | 56 | |||
SECTION 2.15 Break Funding Payments | 57 | |||
SECTION 2.16 Taxes | 58 | |||
SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Setoffs | 60 | |||
SECTION 2.18 Mitigation Obligations; Replacement of Lenders | 62 | |||
SECTION 2.19 Defaulting Lenders | 63 | |||
SECTION 2.20 Illegality | 65 | |||
ARTICLE III | ||||
REPRESENTATIONS AND WARRANTIES | ||||
SECTION 3.01 Organization; Powers and Qualifications | 65 | |||
SECTION 3.02 Authorization; Enforceability | 65 |
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Page | ||||
SECTION 3.03 Governmental Approvals; No Conflicts | 66 | |||
SECTION 3.04 Financial Condition; No Material Adverse Change | 66 | |||
SECTION 3.05 Properties | 67 | |||
SECTION 3.06 Litigation | 67 | |||
SECTION 3.07 Environmental Matters | 67 | |||
SECTION 3.08 Compliance with Laws and Agreements; No Defaults | 67 | |||
SECTION 3.09 Government Regulation | 68 | |||
SECTION 3.10 Tax Returns and Payments | 68 | |||
SECTION 3.11 ERISA | 68 | |||
SECTION 3.12 Disclosure | 68 | |||
SECTION 3.13 Margin Stock | 68 | |||
SECTION 3.14 Agreements and Liens | 68 | |||
SECTION 3.15 Material Contracts; Material Government Contracts of the Target Company | 69 | |||
SECTION 3.16 Subsidiaries and Investments | 69 | |||
SECTION 3.17 Real Property | 70 | |||
SECTION 3.18 Solvency | 70 | |||
SECTION 3.19 Employee Relations | 70 | |||
SECTION 3.20 Burdensome Provisions | 70 | |||
ARTICLE IV | ||||
CONDITIONS | ||||
SECTION 4.01 Effective Date | 70 | |||
SECTION 4.02 Each Extension of Credit | 73 | |||
SECTION 4.03 Acquisition | 74 | |||
ARTICLE V | ||||
AFFIRMATIVE COVENANTS | ||||
SECTION 5.01 Financial Statements and Other Information | 76 | |||
SECTION 5.02 Notices of Material Events | 78 | |||
SECTION 5.03 Existence; Conduct of Business | 79 | |||
SECTION 5.04 Payment of Obligations | 79 | |||
SECTION 5.05 Maintenance of Properties; Insurance | 79 | |||
SECTION 5.06 Books and Records; Inspection Rights | 80 | |||
SECTION 5.07 Compliance with Laws | 80 | |||
SECTION 5.08 Use of Proceeds and Letters of Credit | 80 | |||
SECTION 5.09 Additional Subsidiaries; Restricted and Unrestricted Subsidiaries | 80 | |||
SECTION 5.10 New Collateral | 82 | |||
SECTION 5.11 Further Assurances; Post-Closing Deliverables | 83 |
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\
Page | ||||
ARTICLE VI | ||||
NEGATIVE COVENANTS | ||||
SECTION 6.01 Indebtedness | 87 | |||
SECTION 6.02 Liens | 88 | |||
SECTION 6.03 Fundamental Changes | 89 | |||
SECTION 6.04 Investments | 91 | |||
SECTION 6.05 Restricted Payments | 92 | |||
SECTION 6.06 Transactions with Affiliates | 93 | |||
SECTION 6.07 Restrictive Agreements | 93 | |||
SECTION 6.08 Modifications of Certain Documents | 94 | |||
SECTION 6.09 Certain Financial Covenants | 94 | |||
SECTION 6.10 Limitations on Exchange and Issuance of Equity Interests | 94 | |||
SECTION 6.11 Nature of Business | 95 | |||
SECTION 6.12 Impairment of Security Interest | 95 | |||
SECTION 6.13 Payments and Prepayments of Certain Debt | 95 | |||
ARTICLE VII | ||||
EVENTS OF DEFAULT | ||||
SECTION 7.01 Events of Default | 95 | |||
SECTION 7.02 Application of Payments | 98 | |||
ARTICLE VIII | ||||
AGENCY | ||||
SECTION 8.01 Administrative Agent | 99 | |||
SECTION 8.02 Bookrunners, Etc. | 102 | |||
ARTICLE IX | ||||
MISCELLANEOUS | ||||
SECTION 9.01 Notices | 102 | |||
SECTION 9.02 Waivers; Amendments | 105 | |||
SECTION 9.03 Expenses; Indemnity; Damage Waiver | 107 | |||
SECTION 9.04 Successors and Assigns | 109 | |||
SECTION 9.05 Survival | 112 | |||
SECTION 9.06 Counterparts; Integration; Effectiveness; Lender Addendum | 113 | |||
SECTION 9.07 Severability | 113 | |||
SECTION 9.08 Right of Setoff | 113 | |||
SECTION 9.09 Governing Law; Jurisdiction; Etc. | 114 |
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Page | ||||
SECTION 9.10 WAIVER OF JURY TRIAL | 114 | |||
SECTION 9.11 Headings | 115 | |||
SECTION 9.12 Treatment of Certain Information; Confidentiality | 115 | |||
SECTION 9.13 USA PATRIOT Act | 116 | |||
SECTION 9.14 Interest Rate Limitation | 116 | |||
SECTION 9.15. Judgment Currency | 116 |
EXHIBIT A | — | Form of Assignment and Assumption | ||
EXHIBIT B | — | Form of Collateral Agreement | ||
EXHIBIT C | — | Form of Guaranty Agreement | ||
EXHIBIT D | — | Form of Collateral Assignment | ||
EXHIBIT E | — | Form of Mortgage | ||
EXHIBIT F | — | Form of Joinder Agreement | ||
EXHIBIT G | — | Form of Opinion of Counsel to the Borrower | ||
EXHIBIT H | — | Form of Opinion of Special Counsel | ||
EXHIBIT I | — | Form of Lender Addendum |
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ABR | Eurodollar | |||||||||||||||
Applicable | Applicable | Commitment | ||||||||||||||
Category | Total Leverage Ratio | Rate | Rate | Fee Rate | ||||||||||||
1 | >4.25 to 1.00 | 2.00 | % | 3.00 | % | 0.500 | % | |||||||||
2 | >3.75 to 1.00 and ≤4.25 to 1.00 | 1.75 | % | 2.75 | % | 0.500 | % | |||||||||
3 | >3.25 to 1.00 and ≤3.75 to 1.00 | 1.50 | % | 2.50 | % | 0.500 | % | |||||||||
4 | >2.50 to 1.00 and ≤3.25 to 1.00 | 1.25 | % | 2.25 | % | 0.500 | % | |||||||||
5 | ≤2.50 to 1.00 | 1.00 | % | 2.00 | % | 0.375 | % |
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-5-
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-7-
-8-
-9-
-10-
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-12-
-13-
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-20-
-21-
-22-
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-26-
-27-
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-32-
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-34-
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-37-
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-46-
Each of the Principal Payment Dates falling on or before the first anniversary of the Effective Date | An amount equal to $7,500,000 divided by the number of Principal Payment Dates for Tranche A Term Loans falling on or before the first anniversary of the Effective Date | |
Each of the Principal Payment Dates falling after the first anniversary of the Effective Date and on or before the second anniversary of the Effective Date | $1,875,000 | |
Each of the Principal Payment Dates falling after the second anniversary of the Effective Date and on or before the third anniversary of the Effective Date | $3,750,000 | |
Each of the Principal Payment Dates falling after the third anniversary of the Effective Date and on or before the fourth anniversary of the Effective Date | $7,500,000 | |
Each of the Principal Payment Dates falling after the fourth anniversary of the Effective Date and on or before the fifth anniversary of the Effective Date | $22,500,000 |
Each of the 1st through 20th Principal Payment Dates | $500,000 | |
Each of the 21st through 24th Principal Payment Dates | $47,500,000 |
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Period | Maximum Ratio | |||
Effective Date through and including the last day of the fiscal year 2011 | 4.50 to 1.00 | |||
First day of fiscal year 2012 through and including the last day of the fiscal year 2012 | 4.25 to 1.00 | |||
Thereafter | 4.00 to 1.00 |
Period | Maximum Ratio | |||
Effective Date through and including the last day of the fiscal year 2011 | 3.25 to 1.00 | |||
First day of fiscal year 2012 through and including the last day of the fiscal year 2012 | 3.00 to 1.00 | |||
Thereafter | 2.75 to 1.00 |
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(i) | if to the Borrower: |
One Park Place
621 NW 53rd Street
Suite 700
Boca Raton, Florida 33487
Attention: Brian Evans
Telephone No.: 561-999-7401
Telecopy No.: 561-999-7742
One Southeast Third Avenue
25th Floor
Miami, Florida 33131-1714
Attention: Stephen K. Roddenberry
Telephone No.: 305-374-5600
Telecopy No.: 305-374-5095
One Park Place
621 NW 53rd Street
Suite 700
Boca Raton, Florida 33487
Attention: John Bulfin, Esq.
Telephone No.: 561-622-5656
Telecopy No.: 561-691-6777
(ii) | if to the Administrative Agent: | ||
in the case of any Borrowing Request, notice of continuation/conversion, notice of prepayment or other routine administrative notice, to: |
-104-
787 Seventh Avenue
New York, New York 10019
Attention: Loan Servicing Department
Telephone No.: (201) 850-6807
Telecopy No.: (201) 850-4020
27th Floor
787 Seventh Avenue
New York, New York 10019
Attention: Duane Helkowski
Telephone No.: (212) 841-2940
Telecopy No.: (212) 841-3830
525 Washington Boulevard
Jersey City, New Jersey 07310
Attention: Loan Servicing Department
Telephone No.: (201) 850-6807
Telecopy No.: (201) 850-4020
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THE GEO GROUP, INC. | ||||
By: | /s/ George Zoley | |||
Name: | George Zoley | |||
Title: | CEO and Chairman | |||
BNP PARIBAS, individually, as Swingline Lender and as Administrative Agent | ||||
By | /s/ Brendan Heneghan | |||
Name: | Brendan Heneghan | |||
Title: | Vice President | |||
By | /s/ Scott Tricarico | |||
Name: | Scott Tricarico | |||
Title: | Vice President | |||
to
Credit Agreement
dated as of August 4, 2010
by and among
The GEO Group, Inc.,
as Borrower,
the lenders party thereto,
as Lenders,
and
BNP Paribas,
as Administrative Agent
1. | Assignor: | |||
2. | Assignee: | |||
[and is an Affiliate/Approved Fund of [identify Lender]] | ||||
3. | Borrower: | The GEO Group, Inc. | ||
4. | Administrative Agent: | BNP Paribas, as the administrative agent under the Credit Agreement. | ||
5. | Credit Agreement: | The Credit Agreement dated as of August 4, 2010 among The GEO Group, Inc., the Lenders referred to therein and BNP Paribas, as Administrative Agent. |
Aggregate Amount of | Amount of | |||||||||||
Commitment/Loans | Commitment/Loans | Percentage Assigned of | ||||||||||
Commitment Assigned1 | for all Lenders | Assigned | Commitment/Loans | |||||||||
$ | $ | % | ||||||||||
$ | $ | % | ||||||||||
$ | $ | % |
ABA [____________]
Acct: [____________]
Acct Name: [____________]
Ref: [____________]
Attn: [____________] ([___]) [__________]
1 | Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Revolving Commitment,” “Tranche A Term Loan Commitment,” “Tranche B Term Loan Commitment,” etc.) |
ASSIGNOR [NAME OF ASSIGNOR] | ||||
By: | ||||
Title: | ||||
ASSIGNEE [NAME OF ASSIGNEE] | ||||
By: | ||||
Title: | ||||
BNP PARIBAS, as Administrative Agent | ||||
By | ||||
Title: | ||||
By | ||||
Title: | ||||
[Consented to:] THE GEO GROUP, INC. | ||||
By | ||||
Title: | ||||
[NAME OF RELEVANT PARTY]2 | ||||
By | ||||
Title: | ||||
2 | To be added if the consent of other parties (e.g. Issuing Banks, Swingline Lenders) is required under Section 9.04 of the Credit Agreement. |
to
Credit Agreement
dated as of August 4, 2010
by and among
The GEO Group, Inc.,
as Borrower,
the lenders party thereto,
as Lenders,
and
BNP Paribas,
as Administrative Agent
to
Credit Agreement
dated as of August 4, 2010
by and among
The GEO Group, Inc.,
as Borrower,
the lenders party thereto,
as Lenders,
and
BNP Paribas,
as Administrative Agent
to
Credit Agreement
dated as of August 4, 2010
by and among
The GEO Group, Inc.,
as Borrower,
the lenders party thereto,
as Lenders,
and
BNP Paribas,
as Administrative Agent
to
Credit Agreement
dated as of August 4, 2010
by and among
The GEO Group, Inc.,
as Borrower,
the lenders party thereto,
as Lenders,
and
BNP Paribas,
as Administrative Agent
SECURITY AGREEMENT AND FIXTURE FILING
as Mortgagor
as Mortgagee
by and after recording should be returned to:
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Lisa A. Brabant, Esq.
3 | Insert if mortgage is a leasehold mortgage |
SECURITY AGREEMENT AND FIXTURE FILING
4 | Insert if mortgage is a leasehold mortgage | |
5 | Insert if mortgage is a leasehold mortgage | |
6 | Use if Mortgagor is a Guarantor | |
7 | Use if Mortgagor is the Borrower | |
8 | Use if Mortgagor is a Guarantor | |
9 | Use if Mortgagor is the Borrower | |
10 | Use if Mortgagor is a Guarantor | |
11 | Use if Mortgagor is the Borrower |
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12 | Use if Mortgagor is Guarantor | |
13 | Use if Borrower is Mortgagor | |
14 | Use if Mortgagor is Guarantor | |
15 | Use if Borrower is Mortgagor | |
16 | Use if Mortgagor is a Guarantor | |
17 | Use if Borrower is Mortgagor | |
18 | Use if Mortgagor is a Guarantor | |
19 | Use if Mortgagor is the Borrower | |
20 | Use if Mortgagor is a Guarantor |
-3-
21 | Use if Mortgagor is the borrower | |
22 | Use if Mortgagor is a Guarantor | |
23 | Insert if mortgage is a leasehold mortgage |
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24 | Insert if mortgage is a leasehold mortgage |
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25 | Insert if mortgage is a leasehold mortgage | |
26 | Insert if mortgage is a fee mortgage |
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27 | Insert if mortgage is a leasehold mortgage |
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28 | Insert if mortgage is a leasehold mortgage. |
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29 | Insert if mortgage is a leasehold mortgage |
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30 | Use if Mortgagor is a Guarantor | |
31 | Use if Borrower is Mortgagor |
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[NAME OF MORTGAGOR] | ||||
By: | ||||
Name: | ||||
Title: | ||||
Notary Public | ||||
PROPERTY
32 | Insert if mortgage is a leasehold mortgage | |
33 | Insert if mortgage is a leasehold mortgage |
to
Credit Agreement
dated as of August 4, 2010
by and among
The GEO Group, Inc.,
as Borrower,
the lenders party thereto,
as Lenders,
and
BNP Paribas,
as Administrative Agent
34 | Insert description of agreement or transaction relating to creation of New Subsidiary. |
NEW SUBSIDIARY: [NEW SUBSIDIARY] | ||||
By: | ||||
Name: | ||||
Title: | ||||
PLEDGOR: [PLEDGOR] | ||||
By: | ||||
Name: | ||||
Title: | ||||
ADMINISTRATIVE AGENT: BNP PARIBAS, as Administrative Agent | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: |
to
Credit Agreement
dated as of August 4, 2010
by and among
The GEO Group, Inc.,
as Borrower,
the lenders party thereto,
as Lenders,
and
BNP Paribas,
as Administrative Agent
to
Credit Agreement
dated as of August 4, 2010
by and among
The GEO Group, Inc.,
as Borrower,
the lenders party thereto,
as Lenders,
and
BNP Paribas,
as Administrative Agent
to
Credit Agreement
dated as of August 4, 2010
by and among
The GEO Group, Inc.,
as Borrower,
the lenders party thereto,
as Lenders,
and
BNP Paribas,
as Administrative Agent
[ ], as Lender | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Accepted and agreed: THE GEO GROUP, INC. | ||||
By: | ||||
Name: | ||||
Title: | ||||
BNP PARIBAS, as Administrative Agent | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
Jurisdiction of | Jurisdiction(s) in Which Qualified | |||
Entity Name | Organization | to do Business | ||
The GEO Group, Inc. | Florida | All 50 States, Washington D.C. and Puerto Rico | ||
GEO International Holdings, Inc. | Delaware | Delaware | ||
GEO RE Holdings LLC | Delaware | Delaware | ||
WCC Financial, Inc. | Delaware | Delaware | ||
WCC Development, Inc. | Florida | Florida, Utah, Massachusetts, New Mexico, New Jersey, Wisconsin, New Hampshire, Tennessee, Arizona, Minnesota | ||
WCC/FL/01, Inc. | Florida | Florida | ||
WCC/FL/02, Inc. | Florida | Florida | ||
GEO Design Services, Inc. | Florida | Florida | ||
GEO Care, Inc. | Florida | All 50 States except New York and Michigan | ||
The GEO Group UK Ltd. | United Kingdom | United Kingdom | ||
Premier Custodial Development Ltd. | United Kingdom | United Kingdom | ||
South African Custodial Holdings Pty Ltd. | South Africa | South Africa | ||
GEO NZ Limited | New Zealand | New Zealand | ||
The GEO Group Australasia Pty, Ltd. | Australia | Australia | ||
GEO Australasia Pty, Ltd. | Australia | Australia | ||
The GEO Group Australia Pty, Ltd. | Australia | Australia | ||
Premier Employment Services, Ltd. | Australia | Australia | ||
Australasian Correctional Investments, Ltd. | Australia | Australia | ||
Pacific Rim Employment Pty, Ltd. | Australia | Australia | ||
Strategic Healthcare Solutions Pty, Ltd. | Australia | Australia | ||
Wackenhut Corrections Corporation N.V. | Curacao | Curacao | ||
Canadian Correctional Management, Inc. | Canada | Canada | ||
Miramichi Youth Centre Management, Inc. | Canada | Canada | ||
Wackenhut Corrections Puerto Rico, Inc. | Puerto Rico | Puerto Rico | ||
Correctional Services Corporation | Delaware | Delaware, Florida, Mississippi, New York, Texas, Washington, Wyoming, Georgia, Maryland, Virginia, Oklahoma, Arkansas, Illinois and Louisiana | ||
CSC of Tacoma, LLC | Delaware | Delaware and Washington, D.C. | ||
GEO Acquisition II, Inc. | Delaware | Delaware | ||
CPT Limited Partner, LLC | Delaware | Delaware | ||
CPT Operating Partnership L.P. | Delaware | California, Colorado, Delaware, Florida, Louisiana, New Jersey, New Mexico, New York, Oklahoma and Texas |
Jurisdiction of | Jurisdiction(s) in Which Qualified | |||
Entity Name | Organization | to do Business | ||
Correctional Properties Prison Finance LLC | Delaware | Delaware | ||
Public Properties Development and Leasing LLC | Delaware | Delaware, Colorado | ||
GEO Holdings I, Inc. | Delaware | Delaware | ||
Just Care, Inc. | Delaware | Delaware, South Carolina | ||
GEO Transport, Inc. | Florida | Florida, Arizona, California, Colorado, Illinois, Louisiana, Texas, Washington, New York | ||
GEO Acquisition III, Inc. | Delaware | Delaware |
Shareholders and/or | ||||
Members and Shares | ||||
and/or Percentage | ||||
Entity Name | Capitalization | Interests Owned | ||
The GEO Group, Inc. (“GEO”) | 90,000,000 shares of common stock, par value $.01 per share, 68,917,253 shares issued, 48,963,425 shares outstanding at 7/29/10. 19,953,828 shares are held in treasury; 30,000,000 shares of preferred stock, par value $.01 per share, no shares issued and outstanding at 7/29/10; Stock options to purchase 1,560,262 shares of common stock issued and outstanding at 7/29/10. | See Proxy Statement, dated July 4, 2010. | ||
GEO International Holdings, Inc. | 100 shares of common stock authorized, 100 shares issued; 100 shares of preferred stock authorized, 100 shares issued | GEO owns 100% | ||
GEO RE Holdings LLC(*) | N/A | GEO owns 100% | ||
WCC Financial, Inc. | 3,000 shares of common stock authorized/1,000 shares issued | GEO owns 100% | ||
WCC Development, Inc. | 100,000 shares of common stock authorized/100,000 shares issued | GEO owns 100% | ||
WCC/FL/01, Inc. | 100,000 shares of common stock authorized/100,000 shares issued | GEO owns 100% | ||
WCC/FL/02, Inc. | 100,000 shares of common stock authorized/100,000 shares issued | GEO owns 100% | ||
GEO Design Services, Inc. | 100,000 shares of common stock authorized/100,000 shares issued | GEO owns 100% | ||
GEO Care, Inc.(*) | 100,000 shares of common stock authorized/100,000 shares issued | GEO owns 100% | ||
The GEO Group UK Ltd. | 1,000,000 shares of common stock authorized/125,002 shares issued | GEO owns 100% | ||
South African Custodial Holdings Pty Ltd. | 1 share of common stock authorized/1 share issued | GEO owns 100% | ||
The GEO Group Australasia Pty, Ltd. | 100,000,000 shares of common stock authorized/6,840,056 shares issued | GEO owns 100% | ||
GEO Australasia Pty, Ltd. | 1,000,000 shares of common stock | The GEO Group |
Shareholders and/or | ||||
Members and Shares | ||||
and/or Percentage | ||||
Entity Name | Capitalization | Interests Owned | ||
authorized/2 shares issued | Australasia — 100% | |||
The GEO Group Australia Pty, Ltd. | 1,000,000 shares of common stock authorized/100,000 shares issued | GEO Australasia — 100% | ||
Premier Employment Services, Ltd. | 1 share of common stock authorized/1 share issued | The GEO Group Australia — 100% | ||
Australasian Correctional Investments, Ltd. | 100,000,000 shares of common stock authorized/5,440,504 shares issued | The GEO Group Australasia — 100% | ||
Pacific Rim Employment Pty, Ltd. | 1 share of common stock authorized/1 share issued | The GEO Group Australasia — 100% | ||
Strategic Healthcare Solutions Pty, Ltd. | 1 share of common stock authorized/1 share issued | The GEO Group Australia — 100% | ||
Wackenhut Corrections Corporation N.V. | 100 shares of common stock authorized/20 shares issued at the time of incorporation on 11/8/99 | GEO owns 100% | ||
Canadian Correctional Management, Inc. | Unlimited shares of common stock authorized/100 shares issued | GEO owns 100% | ||
Miramichi Youth Centre Management, Inc. | Unlimited shares of common stock authorized/100 shares issued | GEO owns 100% | ||
Wackenhut Corrections Puerto Rico, Inc. | 65,000 shares of common stock authorized/65,000 shares issued | GEO owns 100% | ||
Correctional Services Corporation (“CSC”) (*) | 1,000 shares of common stock authorized/100 shares issued | GEO owns 100% | ||
CSC of Tacoma, LLC | N/A | CSC owns 100% | ||
GEO Acquisition II, Inc. (*) | 1,000 shares of common stock authorized/1,000 shares issued | GEO Holdings I, Inc. owns 100% | ||
CPT Limited Partner, LLC (*) | N/A | GEO Acquisition II, Inc. owns 100% | ||
CPT Operating Partnership L.P. (*) | N/A | CPT Limited Partner, LLC 1% limited partner; GEO Acquisition II, Inc. 98% limited partner and 1% general partner | ||
Correctional Properties Prison Finance LLC (*) | N/A | CPT Operating Partnership L.P. owns 100% | ||
Public Properties Development and Leasing LLC (*) | N/A | CPT Operating Partnership L.P. owns 100% | ||
GEO Holdings I, Inc. (*) | 3,000 shares of common stock authorized/3,000 shares issued | GEO owns 100% | ||
Just Care, Inc. (*) | 10,000,000 shares of common stock authorized/6,195,592 shares issued | GEO Care: 6,193,592 shares Tull: 1,000 shares Bronc: 1,000 shares |
Shareholders and/or | ||||
Members and Shares | ||||
and/or Percentage | ||||
Entity Name | Capitalization | Interests Owned | ||
GEO Transport, Inc. (*) | 1,000 shares of common stock authorized/1,000 shares issued | GEO owns 100% | ||
GEO Acquisition III, Inc. (*) | 1,000 shares of common stock authorized/1,000 shares issued | GEO owns 100% |
(*) | Restricted Subsidiary |
* | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
Financial Institution | Account Number | Address of Financial Institution | Account Purpose | |||
Bank of America | * | 200 N. College Street 3rd Floor, NC1-004-03-45 Charlotte, NC 28255 | Investment Account | |||
TD Ameritrade | * | PO Box 2209 Omaha, NE 68103-2209 | Investment Account |
* | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
P.O. Box 520
South Highway 54
Santa Rosa, NM 88435
Estimated Value *
Owner: The GEO Group, Inc.
*Subject to Mortgage
**Located within Flood Zone
1805 West 32nd Street
Baldwin, MI 49304
Estimated Value *
Owner: The GEO Group, Inc.
*Subject to Mortgage
**Located within Flood Zone
145 Parkers Fishers Road
Winton, NC 27986
Estimated Value *
Owner: The GEO Group, Inc.
*Subject to Mortgage
**Located within Flood Zone
253 FM 2523 Hamilton Lane
Del Rio, TX 78840
Estimated Value *
Owner: The GEO Group, Inc.
*Subject to Mortgage
**Located within Flood Zone
* | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
254 Taylor Avenue
McFarland, CA 93250
Estimated Value *
Owner: CPT Operating Partnership, L.P.
**Located within Flood Zone
611 Frontage Road
McFarland, CA 93250
Estimated Value *
Owner: CPT Operating Partnership, L.P.
*Subject to Mortgage
**Located within Flood Zone
P.O. Box 3000
10450 Rancho Road
Adelanto, CA 92301
Estimated Value *
Owner: CPT Operating Partnership, L.P.
*Subject to Mortgage
**Located within Flood Zone
425 Golden State Highway
Bakersfield, CA
Estimated Value *
Owner: CPT Operating Partnership, L.P.
Mailing: | Site: | |
P.O. Box 637 | 120 Taylor Avenue | |
McFarland, CA 93250-0637 | McFarland, CA 93250 |
Owner: CPT Operating Partnership, L.P.
**Located within Flood Zone
810 Commerce Street
Karnes City, TX 78118
Estimated Value *
Owner: CPT Operating Partnership, L.P.
*Subject to Mortgage
**Located within Flood Zone
* | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
8607 South East Flower Mound Road
Lawton, OK 73501
Estimated Value *
Owner: CPT Operating Partnership, L.P.
*Subject to Mortgage
**Located within Flood Zone
11901 East 30th Avenue
Aurora, CO 80010
Estimated Value *
Owner: CPT Operating Partnership, L.P.
*Subject to Mortgage
**Located within Flood Zone
182-22 150th Avenue
Jamaica, NY 11413
Estimated Value *
Owner: CPT Operating Partnership, L.P.
*Subject to Mortgage
**Located within Flood Zone
830 Pine Hill Road
Jena, LA
Estimated Value *
Owner: CPT Operating Partnership, L.P.
*Subject to Mortgage
**Located within Flood Zone
3900 North Powerline Road
Pompano Beach, FL 33073
Estimated Value *
Owner: The GEO Group, Inc.
*Subject to Mortgage
**Located within Flood Zone
1001 San Rio Blvd.
Laredo, TX 78046
Estimated Value *
Owners: The GEO Group, Inc.
*Subject to Mortgage
* | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
Adelanto, CA
Owner: The GEO Group, Inc.
*Subject to Mortgage
451-479 Doremus Avenue
Newark, NJ
Estimated Value * (as is without addition)
Owner: CPT Operating Partnership, L.P.
*Subject to Mortgage
182-11 150th Road
Springfield Gardens, NY 11413
Estimated Value *
Owner: The GEO Group, Inc.
**Located within Flood Zone
*
Estimated Value *
Owner: The GEO Group, Inc.
23 Acres
*
Estimated Value *
Owner: The GEO Group, Inc.
*
Estimated Value *
Owner: The GEO Group, Inc.
*
*
Estimated Value *
Owner: The GEO Group, Inc.
* | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
*
Assessors Parcel *
Estimated Value *
Owner: The GEO Group, Inc.
*
*
Estimated Value *
Owner: The GEO Group, Inc.
*
*
Estimated Value *
Owner: The GEO Group, Inc.
*
*
Estimated Value *
Owner: The GEO Group, Inc.
*
*
Estimated Value *
Owner: The GEO Group, Inc.
*
*
Estimated Value *
Owner: The GEO Group, Inc.
*
*
Estimated Value *
Owner: CPT Operating Partnership, L.P.
* | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
*
Estimated Value *
Owner: The GEO Group, Inc.
*
Estimated Value *
Owner: The GEO Group, Inc.
*
Estimated Value *
Owner: The GEO Group, Inc.
*
*
Estimated Value
Owner: The GEO Group, Inc.
*
*
Estimated Value *
Owner: The GEO Group, Inc.
*
Estimated Value *
Owner: The GEO Group, Inc.
*
*
Estimated Value *
Owner: The GEO Group, Inc.
* | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
* Estimated Value *
Owner: The GEO Group, Inc.
Estimated Value *
Owner: The GEO Group, Inc.
Estimated Value *
Owner: The GEO Group, Inc.
Estimated Value *
Owner: The GEO Group, Inc.
*
Estimated Value *
Owner: The GEO Group, Inc.
*
Karnes City, Tx
Estimated Value *
Owner: The GEO Group, Inc.
108 Acres
*
Estimated Value *
Owner: The GEO Group, Inc.
* | Confidential terms omitted and provided separately to the Securities and Exchange Commission. |
*
*
Estimated Value *
Owner: Correctional Services Corporation
*
*
Estimated Value *
Owner: The GEO Group, Inc.
* Confidential terms omitted and provided separately to the Securities and Exchange Commission. |