Obligation GeoCorp Inc 6% ( US36162JAB26 ) en USD

GeoCorp Inc

99.79 % ⇌

Etats-unis

US36162JAB26 ( en USD )

6% par an ( paiement semestriel )

14/04/2026

Prospectus brochure de l'obligation GEO Group Inc US36162JAB26 en USD 6%, échéance 14/04/2026

2 000 USD

350 000 000 USD

36162JAB2

B+ ( Très spéculatif )

B1 ( Très spéculatif )

15/04/2026 ( Dans 11 jours )

GEO Group Inc. est une société américaine qui conçoit, construit, finance, possède et gère des installations correctionnelles, des centres de détention et d'autres installations gouvernementales aux États-Unis et à l'international.

L'Obligation émise par GeoCorp Inc ( Etats-unis ) , en USD, avec le code ISIN US36162JAB26, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2026

L'Obligation émise par GeoCorp Inc ( Etats-unis ) , en USD, avec le code ISIN US36162JAB26, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par GeoCorp Inc ( Etats-unis ) , en USD, avec le code ISIN US36162JAB26, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
to be
Offering Price
Aggregate
Amount of
Title of Each Class of Securities to be Registered

registered

Per Unit

Offering Price

Registration Fee
6.00% Senior Notes due 2026

$350,000,000

100%

$350,000,000

$35,245(1)
Guarantees of 6.00% Senior Notes due 2026

(2)

(2)

(2)

(2)

(1)
The filing fee of $35,245 is calculated in accordance with Rules 457(o) and 457(r) of the Securities Act of 1933, as amended, or the Act. In
accordance with Rules 456(b) and 457(r) of the Act, the registrants initially deferred payment of all of the registration fees for Registration
Statement No. 333-198729 filed by the registrants on September 12, 2014.

(2)
No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Act, no separate fee is payable with respect
to the guarantees being registered hereby.
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-198729

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 12, 2014)
$350,000,000

The GEO Group, Inc.
6.00% Senior Notes due 2026

The GEO Group, Inc. ("GEO") is offering $350,000,000 of our 6.00% Senior Notes due 2026 (the "notes"). The notes will bear interest at a rate of 6.00% per
annum, accruing from April 18, 2016. We will pay interest semi-annually on the notes on April 15 and October 15 of each year. The first such payment will be made on
October 15, 2016. The notes will mature on April 15, 2026.
Prior to April 15, 2021, the notes may be redeemed, in whole or in part from time to time, at a redemption price equal to 100% of the principal amount of the notes
plus a "make-whole" premium together with accrued and unpaid interest. On or after April 15, 2021, the notes may be redeemed, in whole or in part, at the redemption
prices specified under "Description of Notes--Optional Redemption" together with accrued and unpaid interest. In addition, up to 35% of the aggregate principal amount
of the notes may be redeemed on or prior to April 15, 2019 with the net cash proceeds from certain equity offerings at the redemption price specified under "Description
of Notes--Optional Redemption" together with accrued and unpaid interest. The notes will be issuable in denominations of $2,000 or any integral multiple of $1,000 in
excess thereof. If we experience a change of control triggering event, we may be required to offer to purchase the notes from holders. See "Description of the Notes--
Change of Control."
The notes will initially be guaranteed on a senior unsecured basis by all of our restricted subsidiaries that guarantee our obligations under our second amended and
restated senior credit facility, which we refer to as the senior credit facility, our 6.625% senior notes due 2021, which we refer to as the 6.625% senior notes, our 5.125%
senior notes due 2023, which we refer to as the 5.125% senior notes, our 5.875% senior notes due 2022, which we refer to as the 5.875% senior notes due 2022 and our
5.875% senior notes due 2024, which we refer to as the 5.875% senior notes due 2024. The notes and the guarantees will be our and the guarantors' general unsecured
senior obligations and will rank equally in right of payment with all of our and the guarantors' existing and future unsecured senior debt, including our 6.625% senior
notes, our 5.125% senior notes, our 5.875% senior notes due 2022 and our 5.875% senior notes due 2024. The notes will be effectively subordinated to our and the
guarantors' secured debt, including our and the guarantors' obligations under the senior credit facility, to the extent of the assets securing such debt and structurally
subordinated to any existing or future indebtedness of our subsidiaries that do not guarantee the notes. There is currently no market for the notes offered hereby, and we
cannot assure you that any market will develop.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system.
We intend to use the net proceeds of this offering to fund the tender offer for the 6.625% senior notes and the repurchase, redemption or other discharge of all of our
existing 6.625% senior notes that are not tendered pursuant to the tender offer and pay related fees, costs and expenses and for general corporate purposes, including
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repaying a portion of the outstanding indebtedness under our revolving credit facility.

See "Risk Factors" beginning on page S-11 to read about important factors you should consider before buying the notes.

Underwriting
Price to
Discounts and
Proceeds to GEO

Public(1)
Commissions
(before expenses)
Per note

100.00%

1.50%

98.50%
Total

$350,000,000
$
5,250,000
$
344,750,000

(1) Plus accrued interest, if any, from April 18, 2016, if settlement occurs after that date.
Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes on or about April 18, 2016 only in book-entry form through the facilities of The Depository Trust Company for the
accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A.

Joint Bookrunners

Wells Fargo Securities

SunTrust Robinson Humphrey
BofA Merrill Lynch

Barclays
J.P. Morgan

BNP PARIBAS

Co-Managers

HSBC

Fifth Third Securities
Regions Securities LLC

TD Securities
April 11, 2016
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Non-GAAP Financial Measures
S-ii
Forward-Looking Statements
S-iv
Summary
S-1
The Offering
S-4
Summary Historical Financial And Other Data
S-7
Risk Factors
S-11
Use Of Proceeds
S-34
Capitalization
S-35
Ratio Of Earnings To Fixed Charges
S-36
Description Of Other Indebtedness
S-37
Description Of The Notes
S-39
Certain ERISA Considerations
S-84
U.S. Federal Income Tax Considerations
S-86
Underwriting
S-89
Legal Matters
S-95
Experts
S-95
Where You Can Find More Information
S-95
PROSPECTUS

About This Prospectus

2
Forward-Looking Statements

3
Prospectus Summary

5
Risk Factors

7
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Ratio Of Earnings To Fixed Charges

8
Use Of Proceeds

9
Description Of Capital Stock

10
Description Of Debt Securities

15
Description Of Warrants

18
Description Of Units

19
Plan Of Distribution

20
Legal Matters

22
Experts

23
Where You Can Find More Information

24

We have not, and the underwriters have not, authorized anyone to provide you with any additional information or any information
that is different from that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any
free writing prospectus provided in connection with this offering. We and the underwriters take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. This document may be used only where it is legal to sell
these securities. The information contained or incorporated by reference in this document is accurate only as of the date of the applicable
document, unless the information specifically indicates that another date applies.
We expect that delivery of the notes will be made against payment therefor on or about April 18, 2016, which will be the fifth business day
following the date of this prospectus supplement (such settlement cycle
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being herein referred to as "T+5"). You should note that trading of the notes prior to the delivery of the notes hereunder may be affected by the T+5
settlement cycle. See "Underwriting".
Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to
the "Company," "GEO," "we," "us," and "our" refer to The GEO Group, Inc. and its consolidated subsidiaries.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and
also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about us and the
securities we may offer from time to time under our shelf registration statement, some of which may not apply to this offering of the notes. If the
description of this offering of the notes in the accompanying prospectus is different from the description in this prospectus supplement, you should
rely on the information contained in this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus, the additional information described under "Where You Can Find More Information" in this
prospectus supplement and any free writing prospectus provided in connection with this offering before deciding whether to invest in the notes
offered by this prospectus supplement.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice.
You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of
any of the notes offered by this prospectus supplement.
NON-GAAP FINANCIAL MEASURES
EBITDA, Adjusted EBITDA, Funds From Operations, Normalized Funds From Operations and Adjusted Funds From Operations, as
presented in this prospectus supplement, are supplemental measures of our performance that are not required by, or presented in accordance with,
accounting principles generally accepted in the United States ("GAAP"). They are not measurements of our financial performance under GAAP
and should not be considered in isolation or as alternatives to income from continuing operations or any other performance measures derived in
accordance with GAAP or as alternatives to net cash provided by operating activities as measures of our liquidity.
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We derive these measures as follows:

·
EBITDA is defined as income from continuing operations before interest expense, net, income tax provision (benefit), depreciation and

amortization expense, and tax provision on equity in earnings of affiliates.

·
Adjusted EBITDA is defined as EBITDA adjusted for net income/loss attributable to non-controlling interests, stock-based

compensation expenses, pre-tax, and certain other adjustments as defined from time to time, including for the periods presented REIT
conversion related expenses, pre-tax, and early extinguishment of debt, pre-tax.

·
Funds from Operations, or FFO, is defined in accordance with standards established by the National Association of Real Estate

Investment Trusts, or NAREIT, which defines FFO as net income (loss)

S-ii
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attributable to common shareholders (computed in accordance with GAAP), excluding real estate related depreciation and amortization,

excluding gains and losses from the cumulative effects of accounting changes, extraordinary items and sales of properties, and
including adjustments for unconsolidated partnerships and joint ventures.

·
Normalized Funds from Operations, or Normalized FFO, is defined as FFO adjusted for certain items which by their nature are not

comparable from period to period or that tend to obscure GEO's actual operating performance, including for the periods presented
REIT conversion related expenses, net of tax, and early extinguishment of debt, net of tax.

·
Adjusted Funds from Operations, or AFFO, is defined as Normalized FFO adjusted by adding non-cash expenses such as non-real

estate related depreciation and amortization, stock based compensation and the amortization of debt costs and other non-cash interest
and by subtracting recurring consolidated maintenance capital expenditures.
Given the nature of our business as a real estate owner and operator, we believe that EBITDA and Adjusted EBITDA are helpful to investors
as measures of our operational performance because they provide an indication of our ability to incur and service debt, to satisfy general operating
expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We believe that by removing the impact of
our asset base (primarily depreciation and amortization) and excluding certain non-cash charges, amounts spent on interest and taxes, and certain
other charges that are highly variable from year to year, EBITDA and Adjusted EBITDA provide our investors with performance measures that
reflect the impact to operations from trends in occupancy rates, per diem rates and operating costs, providing a perspective not immediately
apparent from income from continuing operations. The adjustments we make to derive the non-GAAP measures of EBITDA and Adjusted
EBITDA exclude items which may cause short-term fluctuations in income from continuing operations and which we do not consider to be the
fundamental attributes or primary drivers of our business plan and they do not affect our overall long-term operating performance. EBITDA and
Adjusted EBITDA provide disclosure on the same basis as that used by our management and provide consistency in our financial reporting,
facilitate internal and external comparisons of our historical operating performance and our business units and provide continuity to investors for
comparability purposes.
While EBITDA, Adjusted EBITDA, Funds From Operations, Normalized Funds From Operations and Adjusted Funds From Operations are
frequently used as measures of operating performance and the ability to meet debt service requirements, they are not necessarily comparable to
other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.
EBITDA and Adjusted EBITDA have important limitations as analytical tools, such as:

·
they do not reflect our capital expenditures, future requirements for capital expenditures or contractual commitments,

·
they do not reflect interest expense or the cash requirements necessary to service principal or interest payments on our debt,

·
although depreciation and amortization are non-cash charges, the assets that we currently depreciate and amortize will likely have to be

replaced in the future, and none of EBITDA or Adjusted EBITDA reflects the cash required to fund such replacements, and

·
they do not reflect the effect of earnings or charges resulting from matters that our management does not consider to be indicative of

our ongoing operations. However, some of these charges have recurred and may re-occur in the future.
Because of the unique design, structure and use of our correctional facilities, we believe that assessing the performance of our correctional
facilities without the impact of depreciation or amortization is useful and meaningful to investors. Although NAREIT has published its definition
of FFO, companies often modify this

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definition as they seek to provide financial measures that meaningfully reflect their distinctive operations. We have modified FFO to derive
Normalized FFO and AFFO that meaningfully reflect our operations. Our assessment of our operations is focused on long-term sustainability. The
adjustments we make to derive the non-GAAP measures of Normalized FFO and AFFO exclude items which may cause short-term fluctuations in
income from continuing operations but have no impact on our cash flows, or we do not consider them to be fundamental attributes or the primary
drivers of our business plan and they do not affect our overall long-term operating performance.
Because FFO, Normalized FFO and AFFO exclude depreciation and amortization unique to real estate as well as non-operational items and
certain other charges that are highly variable from year to year, they provide our investors with performance measures that reflect the impact to
operations from trends in occupancy rates, per diem rates, operating costs and interest costs, providing a perspective not immediately apparent from
income from continuing operations. We believe the presentation of FFO, Normalized FFO and AFFO provide useful information to investors as
they provide an indication of our ability to fund capital expenditures and expand our business. FFO, Normalized FFO and AFFO provide
disclosure on the same basis as that used by our management and provide consistency in our financial reporting, facilitate internal and external
comparisons of our historical operating performance and our business units and provide continuity to investors for comparability purposes.
Additionally, FFO, Normalized FFO and AFFO are widely recognized measures in our industry as a real estate investment trust.
Funds From Operations, Normalized Funds From Operations and Adjusted Funds From Operations have important limitations as analytical
tools, such as:

·
they exclude the depreciation and amortization unique to real estate assets that will likely have to be replaced in the future, and

·
they exclude the gains and losses from property dispositions and extraordinary items.
See "Summary--Summary Historical Financial and Other Data" for a quantitative reconciliation of EBITDA, Adjusted EBITDA, Funds
From Operations, Normalized Funds From Operations and Adjusted Funds From Operations to income from continuing operations.
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement and the documents incorporated by reference herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this
prospectus supplement, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs
and plans and objectives of management for future operations, are "forward-looking" statements. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may," "will," "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate"
or "continue" or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may
differ materially from what is expressed or forecasted in such forward-looking statements and we can give no assurance that such forward-looking
statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the
forward-looking statements, or "cautionary statements," include, but are not limited to:

·
our ability to successfully consummate the cash tender offer or otherwise redeem or discharge all of our existing 6.625% senior notes;

·
our ability to timely build and/or open facilities as planned, profitably manage such facilities and successfully integrate such facilities

into our operations without substantial additional costs;

S-iv
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·
our ability to remain qualified for taxation as a real estate investment trust, or REIT;

·
our ability to fulfill our debt service obligations and their impact on our liquidity;

·
the instability of foreign exchange rates, exposing us to currency risks in Australia, the United Kingdom and South Africa, or other

countries in which we may choose to conduct our business;

·
our ability to activate the inactive beds at our idle facilities;

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·
our ability to maintain or increase occupancy rates at our facilities;

·
an increase in unreimbursed labor rates;

·
our ability to expand, diversify and grow our correctional, detention, re-entry, community-based services, youth services, monitoring

services, evidence-based supervision and treatment programs and secure transportation services businesses;

·
our ability to win management contracts for which we have submitted proposals, retain existing management contracts and meet any

performance standards required by such management contracts;

·
our ability to control operating costs associated with contract start-ups;

·
our ability to raise new project development capital given the often short-term nature of the customers' commitment to use newly

developed facilities;

·
our ability to accurately project the size and growth of public-private partnerships for correctional services in the U.S. and

internationally and our ability to capitalize on opportunities for public-private partnerships;

·
our ability to successfully respond to delays encountered by states pursuing public-private partnerships for correctional services and

cost savings initiatives implemented by a number of states;

·
our ability to develop long-term earnings visibility;

·
our ability to identify suitable acquisitions and to successfully complete and integrate such acquisitions on satisfactory terms, and

estimate the synergies to be achieved as a result of such acquisitions;

·
our exposure to the impairment of goodwill and other intangible assets as a result of our acquisitions;

·
our ability to successfully conduct our operations through joint ventures and consortiums;

·
our ability to obtain future financing on satisfactory terms or at all, including our ability to secure the funding we need to complete

ongoing capital projects;

·
our exposure to political and economic instability and other risks impacting our international operations;

·
our exposure to risks impacting our information systems, including those that may cause an interruption, delay or failure in the

provision of our services;

·
our exposure to rising general insurance costs;

·
our exposure to state and federal income tax law changes internationally and domestically and our exposure as a result of federal and

international examinations of our tax returns or tax positions;

·
our exposure to claims for which we are uninsured;

·
our exposure to rising employee and inmate medical costs;

·
our ability to manage costs and expenses relating to ongoing litigation arising from our operations;

·
our ability to accurately estimate on an annual basis, loss reserves related to general liability, workers' compensation and automobile

liability claims;

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·
the ability of our government customers to secure budgetary appropriations to fund their payment obligations to us and continue to

operate under our existing agreements and/or renew our existing agreements;

·
our ability to pay quarterly dividends consistent with our expectations;

·
our ability to comply with government regulations and applicable contractual requirements;

·
our ability to acquire, protect or maintain our intellectual property;

·
the risk that future sales of shares of our common stock could adversely affect the market price of our common stock and may be

dilutive; and

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·
other factors contained in this prospectus supplement and in our filings with the Securities and Exchange Commission, referred to in

this prospectus supplement as the Commission or the SEC, including, but not limited to, those detailed in our Annual Report on Form
10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the Commission.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent required by applicable law.

S-vi
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SUMMARY
The following summary highlights selected information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus and does not contain all of the information that may be important to you. You should carefully read this entire
prospectus supplement, including the financial statements and related notes and the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus, before making a decision to invest in the notes.
Overview
We are a fully integrated real estate investment trust, or REIT, specializing in the ownership, leasing and management of correctional,
detention, and reentry facilities and the provision of community-based services and youth services in the United States, Australia, South Africa
and the United Kingdom. We own, lease and operate a broad range of correctional and detention facilities including maximum, medium and
minimum security prisons, immigration detention centers, minimum security detention centers, as well as community based reentry facilities.
We develop new facilities based on contract awards, using our project development expertise and experience to design, construct and finance
what we believe are state-of-the-art facilities that maximize security and efficiency. We provide innovative compliance technologies, industry-
leading monitoring services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial
defendants. We also provide secure transportation services for offender and detainee populations as contracted domestically and in the United
Kingdom through our joint venture GEO Amey PECS Ltd. ("GEOAmey"). For the year ended December 31, 2015, we generated revenues
and Adjusted EBITDA of $1.8 billion and $368.7 million, respectively. For a reconciliation of Adjusted EBITDA to income from continuing
operation, see "--Summary Historical Financial and Other Data."
As of December 31, 2015, our worldwide operations include the management and/or ownership of approximately 87,000 beds at 104
correctional, detention and reentry facilities, including idle facilities, projects under development and recently awarded contracts, and also
include the provision of community supervision services for more than 139,000 offenders and pre-trial defendants, including approximately
89,000 individuals through an array of technology products including radio frequency, GPS, and alcohol monitoring devices.
We provide a diversified scope of services on behalf of our government clients:

·
our correctional and detention management services involve the provision of security, administrative, rehabilitation, education and

food services, primarily at adult male correctional and detention facilities;

·
our community-based services involve supervision of adult parolees and probationers and the provision of temporary housing,

programming, employment assistance and other services with the intention of the successful reintegration of residents into the
community;

·
our youth services include residential, detention and shelter care and community-based services along with rehabilitative and

educational programs;

·
our monitoring services provide our governmental clients with innovative compliance technologies, industry-leading monitoring
services, and evidence-based supervision and treatment programs for community-based parolees, probationers and pretrial

defendants; including services provided under the Intensive Supervision Appearance Program, which we refer to as ISAP, to the
U.S. Immigration and Customs Enforcement, which we refer to as ICE, for the provision of services designed to improve the
participation of non-detained aliens in the immigration court system;

·
we develop new facilities using our project development experience to design, construct and finance what we believe are state-of-

the-art facilities that maximize security and efficiency;

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·
we provide secure transportation services for offender and detainee populations as contracted domestically and internationally--our

joint venture GEOAmey, LTD is responsible for providing prisoner escort and custody services in the United Kingdom, including
all of Wales and England except London and the East of England; and

·
our services are provided at facilities which we either own, lease or are owned by our customers.
We began operating as a REIT for federal income tax purposes effective January 1, 2013. As a result of the REIT conversion, we
reorganized our operations and moved non-real estate components into taxable REIT subsidiaries ("TRS"). We are a Florida corporation and
our predecessor corporation prior to the REIT conversion was originally organized in 1984.
We conduct our business through four reportable business segments: our U.S. Corrections & Detention segment; our GEO Care
segment; our International Services segment; and our Facility Construction & Design segment. We have identified these four reportable
segments to reflect our current view that we operate four distinct business lines, each of which constitutes a material part of our overall
business. Our U.S. Corrections & Detention segment primarily encompasses our U.S.-based privatized corrections and detention business.
Our GEO Care segment, which conducts its services in the U.S., consists of our community-based services business, our youth services
business and our electronic monitoring and supervision services. Our International Services segment primarily consists of our privatized
corrections and detention operations in South Africa, Australia and the United Kingdom. Our Facility Construction & Design segment
primarily contracts with various state, local and federal agencies, as well as international agencies, for the design and construction of facilities
for which we generally have been, or expect to be, awarded management contracts.
Recent Developments
Tender Offer for the 6.625% Senior Notes Due 2021
On April 11, 2016, we commenced a cash tender offer to purchase any and all of the outstanding $300.0 million aggregate principal
amount of our 6.625% senior notes, which we refer to as the tender offer. The total consideration payable for the 6.625% senior notes tendered
and accepted by us for purchase in the tender offer will be $1,036.78 per $1,000 principal amount of 6.625% senior notes. Additionally,
accrued and unpaid interest to, but not including, the payment date will be paid on any 6.625% senior notes accepted for purchase.
We intend to use the net proceeds from this offering, as further described under "Use of Proceeds," to fund the tender offer or the
repurchase, redemption or other discharge of any and all 6.625% senior notes tendered and to pay related transaction fees and expenses and for
general corporate purposes, including repaying a portion of the outstanding indebtedness under our revolving credit facility. The tender offer
is scheduled to expire at 5:00 p.m., New York City time, on April 15, 2016 and is conditioned, among other things, on our receipt of proceeds
from this offering to fund the purchase of the 6.625% senior notes pursuant to the tender offer, including any related fees and expenses.
Holders of the 6.625% senior notes are not obligated to tender their notes to us pursuant to the tender offer. Accordingly, we cannot assure
you that any of the 6.625% senior notes will be tendered or purchased in the tender offer. If any 6.625% senior notes are not purchased in the
tender offer, we intend to use the net proceeds from this offering to redeem any 6.625% senior notes that remain outstanding in accordance
with the indenture governing the 6.625% senior notes. This offering is not conditioned on the completion of the tender offer. This prospectus
supplement does not constitute an offer to purchase or a solicitation of an offer to sell any of our 6.625% senior notes and does not constitute a
redemption notice of the 6.625% senior notes.

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Senior Credit Facility
We are seeking to amend our senior credit facility to increase our revolving credit facility, extend the maturity date of the revolving
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credit facility and provide for certain other modifications to the senior credit facility to be negotiated, including modifications to certain of the
financial ratio requirements. No assurance can be given that we will be successful in consummating an amendment to our senior credit facility
on favorable terms, or at all.
Corporate Information
Our principal executive offices are located at One Park Place, Suite 700, 621 Northwest 53rd Street, Boca Raton, Florida 33487 and our
telephone number is (866) 301-4GEO (4436).

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THE OFFERING
The summary below describes the principal terms of the notes. Certain of the terms described below are subject to important limitations
and exceptions. The "Description of the Notes" section of this prospectus supplement contain a more detailed description of the notes. Under
this heading, "The Offering," references to "GEO," and "Company," refer to The GEO Group, Inc. and do not, unless the context otherwise
indicates, include any of its subsidiaries.

Issuer
The GEO Group, Inc.

Notes Offered
$350,000,000 aggregate principal amount of 6.00% senior notes due 2026.

Maturity Date
April 15, 2026.

Interest Payment Dates
April 15 and October 15, commencing October 15, 2016.

Subsidiary Guarantees
On the issue date, each of our restricted subsidiaries that guarantee our senior credit
facility will guarantee the notes. The notes may be guaranteed by additional subsidiaries
in the future under certain circumstances. See "Description of Notes--Certain
Covenants--Additional Note Guarantees." GEO and the initial guarantors generated
approximately 85.2% of our consolidated revenues for the fiscal year ended December
31, 2015, and held approximately 89.1% of our consolidated assets as of December 31,
2015. GEO and the initial guarantors generated 91.4% of our consolidated EBITDA for
the fiscal year ended December 31, 2015.

Ranking
The notes and the guarantees will be unsecured, unsubordinated obligations of GEO and
the guarantors and will rank:

· pari passu with any unsecured, unsubordinated indebtedness of GEO and the
guarantors, including the 6.625% senior notes, the 5.125% senior notes, the 5.875%

senior notes due 2022, the 5.875% senior notes due 2024 and the guarantors'
guarantees thereof;

· senior to any future indebtedness of GEO and the guarantors that is expressly

subordinated to the notes and the guarantees;

· effectively junior to any secured indebtedness of GEO and the guarantors, including

indebtedness under the senior credit facility, to the extent of the value of the assets
securing such indebtedness; and

· structurally junior to all obligations of our subsidiaries that are not guarantors.

As of December 31, 2015, on an as adjusted basis after giving effect to the
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consummation of the tender offer, the offering of the notes and the application of the net

proceeds therefrom to repurchase, redeem or otherwise discharge the 6.625% senior
notes, as described in "Use of

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Proceeds," our total consolidated indebtedness was $1,909.9 million (excluding
nonrecourse debt of $247.1 million and $54.3 million of existing letters of credit, but
including capital lease obligations of $9.9 million and other debt of $1.4 million),

primarily consisting of $748.7 million of secured indebtedness under the senior credit
facility, $250.0 million of the 5.875% senior notes due 2024, $300.0 million of the
5.125% senior notes, $250.0 million of the 5.875% senior notes due 2022 and the notes
offered hereby.

In addition, the notes and the related guarantees will be structurally subordinated to all
existing and future liabilities of our subsidiaries that do not guarantee the notes,
including trade payables. Our subsidiaries that are not providing note guarantees
generated approximately 15.6% of our consolidated revenues and 8.1% of our

consolidated EBITDA for the fiscal year ended December 31, 2015, and held
approximately 10.9% of our consolidated assets as of December 31, 2015. In addition,
as of December 31, 2015, our non-guarantor subsidiaries had $324.1 million of
liabilities, including $247.1 million of indebtedness.

Use of Proceeds
The net proceeds from this offering (after deducting the underwriters' discount and our
estimated expenses) are expected to be approximately $343.3 million. We intend to use
the net proceeds of this offering to fund the tender offer and the repurchase, redemption
or other discharge of all of our existing 6.625% senior notes that are not tendered
pursuant to the tender offer and pay related fees, costs and expenses and for general
corporate purposes, including repaying a portion of the outstanding indebtedness under
our revolving credit facility. See "Use of Proceeds."

Optional Redemption
At any time on or after April 15, 2021, we may redeem some or all of the notes at any
time at the redemption prices specified under "Description of Notes--Optional
Redemption," plus accrued and unpaid interest, if any, to the date of redemption.

At any time prior to April 15, 2021, we may redeem some or all of the notes at a
redemption price equal to 100% of the principal amount of each note to be redeemed

plus a make-whole premium described under "Description of Notes--Optional
Redemption," plus accrued and unpaid interest, if any, to the date of redemption.

In addition, at any time on or prior to April 15, 2019, we may redeem up to 35% of the
notes with the net cash proceeds from specified equity offerings at a redemption price

equal to 106.00% of the principal amount of each note to be redeemed, plus accrued and
unpaid interest, if any, to the date of redemption.

Change of Control
Upon a change of control (as defined in "Description of Notes--Certain Definitions"),
we must offer to repurchase the notes at 101% of the principal amount of notes
repurchased, plus accrued and unpaid interest, if any, to the purchase date.

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Document Outline

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