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Subsequent Events | 6 Months Ended
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Jun. 30, 2025
Subsequent Events [Abstract] |
Subsequent events | 15. SUBSEQUENT EVENTS Credit Agreement On July 14, 2025, the Company entered into that certain First Amendment to Credit Agreement (the “Amendment”) which amended its Credit Agreement dated as of April 18, 2024. The Amendment increases the Company's Revolving Credit Facility (the “Revolver”) commitments from $310 million to $450 million and extends the Revolver’s maturity from April 15, 2029 to July 14, 2030. The Amendment also lowered the applicable interest rates based on the total leverage ratio for loans using the Alternate Base Rate and loans using the Secured Overnight Financing Rate (“SOFR”) by 0.50%. Currently, revolving credit loans accruing interest at a SOFR based rate would accrue interest at the term SOFR reference rate for the applicable interest period plus 2.75% per annum, which is lower by 0.50% from the applicable rate prior to the Amendment. The Amendment also increases the Company's capacity to make restricted payments over the next five years and makes certain additional modifications to the Credit Agreement. Prior to the closing of the Amendment, GEO repaid $132 million of the Term Loan B outstanding under the Credit Agreement. Asset Sale On June 3, 2025, the Company entered into a Purchase and Sale Agreement (the “Sale Agreement”) with CPT Operating Partnership L.P. (together with GEO, the “Seller”) and the State of Oklahoma (the “Purchaser”) pursuant to which, subject to the terms of the Sale Agreement, the Seller agreed to sell the 2,388-bed Lawton Correctional Facility located in Lawton, Oklahoma (the “Lawton Facility”) to the Purchaser for a sale price of $312 million. The sale resulted in a gain of approximately $228 million. At June 30, 2025, the Lawton Facility is included in Assets Held for Sale in the accompanying consolidated balance sheets. The Sale Agreement also contained certain customary representations, warranties and covenants that the parties made to each other. The sale of the Lawton Facility closed on July 25, 2025 and the Company transitioned facility operations to the Oklahoma Department of Corrections simultaneously on July 25, 2025. Asset Purchase On July 1, 2025, the Company announced that it had entered into a purchase agreement with SDCC Middle Block, LLC (the “Seller”), an affiliate of Holland Partners Group, to acquire the 770-bed Western Region Detention Facility located in San Diego, California (the “San Diego Facility”) for approximately $60 million. The Company previously leased the San Diego Facility for approximately $5.1 million annually under a lease agreement that was scheduled to expire on March 31, 2029. GEO has a contract with the U.S. Marshals Service for the exclusive use of the San Diego Facility. The purchase of the San Diego Facility closed on July 31, 2025 and was funded as a like kind real estate property exchange with proceeds from the sale of Lawton Facility, which closed on July 25, 2025 as discussed above, resulting in an estimated capital gains cash tax savings of approximately $9.3 million. Following the closing of the sale of the Lawton Facility and the purchase of the San Diego Facility, GEO had approximately $222 million in net proceeds. The Company used the net proceeds, along with cash on hand and available liquidity, to pay off senior secured debt, including approximately $300 million in floating rate debt. Compensatory Arrangements of Certain Officers On July 7, 2025, George C. Zoley and the Company entered into the Amendment to Executive Chairman Employment Agreement (the “Executive Chairman Amendment”). The Executive Chairman Amendment modifies Dr. Zoley’s employment agreement by extending his employment term as Executive Chairman from June 30, 2026 to April 2, 2029, updating his base salary to reflect the base salary previously approved by the Committee in February 2025 and modifying each of the Target Bonus (as defined below) and Target Stock Award (as defined below) applicable to Dr. Zoley from 100% to 150% of his base salary. The Compensation Committee of the Board of Directors (the “Committee”) approved the Executive Chairman Amendment on July 3, 2025. On July 3, 2025, the Committee approved an adjustment to the annual cash incentive target amount pursuant to the terms of the Senior Management Performance Award Plan (the “Target Bonus”) and the annual equity incentive award target amount (the “Target Stock Award”) applicable to the Company’s Chief Executive Officer, J. David Donahue. The Committee approved the adjustment of each of the Target Bonus and Target Stock Award from 100% to 150% of his base salary. On August 4, 2025, Mr. Donahue and the Company entered into the Amendment to Executive Employment Agreement (the "Executive Amendment") to reflect the adjustments to each of the Target Bonus and Target Stock Award applicable to Mr. Donahue from 100% to 150% of his base salary. On July 15, 2025, the Committee of the Company approved a modification to the vesting schedule of the one-time special recognition stock award of 207,862 shares of restricted stock granted to George C. Zoley, the Company’s Executive Chairman, on March 3, 2025 such that the award vested on July 17, 2025 instead of March 3, 2026. The Committee approved the modification in light of and in connection with the Executive Chairman Amendment entered into on July 7, 2025 discussed above. Share Repurchase Program On August 4, 2025, the Company's Board of Directors authorized and approved a Share Repurchase Program covering the repurchase of up to $300 million of shares of the Company's common stock through an expiration date of June 30, 2028. Repurchases of the Company's common stock will be made in accordance with applicable securities laws and may be made at senior management’s discretion from time to time in the open market, by block purchase, through privately negotiated transactions, pursuant to a trading plan, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The authorization for the share repurchase program may be extended, increased, decreased, suspended or terminated by the Board of Directors in its discretion at any time. Repurchases of the Company's common stock (and the timing thereof) will depend upon market conditions, regulatory requirements, the Company's existing obligations, including its Credit Agreement, other corporate liquidity requirements and priorities and other factors as may be considered in the Company's sole discretion. The authorization for the share repurchase program does not obligate the Company to purchase any particular amount of the Company’s common stock. Intense Supervision and Appearance Program On July 31, 2025, the Company entered into a 30-day interim agreement with ICE to extend the Intense Supervision and Appearance Program ("ISAP") through August 31, 2025. Legislation On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes provisions related to the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective for the year ending December 31, 2025 while others are effective starting after this date. The Company is currently assessing OBBBA's impact on its consolidated financial statements.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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