THE GEO GROUP, INC. (NYSE:GEO) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March7, 2017, The GEO Group, Inc. (GEO or the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc.,
as representatives of the several underwriters named therein (the
Underwriters), relating to the issuance and sale of 6,000,000
shares of common stock, par value $0.01 per share, of the Company
(the Offering). The offering price to the public was $41.75 per
share, and the Underwriters agreed to purchase the shares from
the Company to the Underwriting Agreement at a price of $40.0180
per share. In addition, under the terms of the Underwriting
Agreement, the Company granted the Underwriters an option,
exercisable for 30 days, to purchase up to an additional 900,000
shares of common stock. On March8, 2017, the Underwriters
exercised in full their option to purchase the additional 900,000
shares of common stock.

The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company,
indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for
purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement, and may be
subject to limitations agreed upon by the contracting parties.
The Offering closed on March13, 2017.

The net proceeds to the Company from the Offering, including
amounts from the Underwriters exercise in full of their option to
purchase the additional 900,000 shares of common stock, were
approximately $275.8million, after deducting underwriting
discounts and commissions and estimated offering expenses payable
by the Company. The Company intends to use the net proceeds from
the Offering to repay amounts outstanding under the revolver
portion of its senior credit facility and for general corporate
purposes.

After giving effect to the issuance of the 6,900,000 shares of
common stock in the Offering, the Company has 82,053,766 shares
of common stock outstanding as of March 13, 2017.

The Offering was made to the Companys effective registration
statement on Form S-3 (File No.333-198729),
previously filed with the Securities and Exchange Commission, and
the prospectus supplement and related prospectus
thereunder.