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Geo Group sees conversion to a REIT with TRS structure as potentially beneficial

As previously disclosed, GEO has retained the law firm of Skadden Arps as legal advisors and Bank of America Merrill Lynch and Barclays Capital as financial co-advisors to assist the company with a comprehensive review of a potential REIT conversion. GEO’s analysis has focused on a potential conversion to a REIT with a Taxable REIT Subsidiary, or TRS structure, in which a small portion of GEO’s businesses, which are non-real estate related, such as GEO’s managed-only contracts, international operations, electronic monitoring services, and other non-residential facilities, are part of wholly-owned taxable subsidiaries of the REIT, while most of GEO’s business segments, which are real estate related and entail company-owned and company-leased facilities, are part of the REIT. As previously disclosed, GEO submitted a request to the Internal Revenue Service for a private letter ruling, or PLR, in mid-July in order to better inform GEO’s Board of Directors as to the potential benefits and limitations of a REIT conversion and to determine whether GEO would qualify to convert to a REIT under a proposed TRS structure. Prior to and after GEO’s PLR request submission, GEO’s legal advisors engaged in a number of discussions with the IRS, which is a customary part of the process. GEO believes that its PLR request has a sound legal basis and looks forward to continuing to work with the IRS on this process; however GEO can make no prediction with certainty if or when the IRS will issue a favorable ruling. In addition to its PLR request, GEO has been working on a number of administrative steps, including the internal reorganization of the Company into separate legal operating business units. GEO has also conducted the TRS transfer pricing and the earnings and profits distribution analysis which must be completed in connection with a potential REIT conversion. While additional work remains to be completed, based on its current review, GEO believes that a conversion to a REIT using a TRS structure could potentially provide numerous benefits to GEO and its shareholders. Following a decision to convert into a REIT by GEO’s Board, certain ownership limitations to ensure compliance with the REIT provisions in the tax code would require the approval of GEO's shareholders. This shareholder vote would take place after the decision to convert had been made by GEO’s Board. If GEO’s Board decides to move forward with the REIT conversion, GEO will strive to complete the conversion by the earliest conversion date which is January 2013. However, as GEO has previously disclosed, given the short timeframe, the conversion could be delayed until the next available conversion date which is January 2014.