GEO Group (GEO) Closes $307M LCS Facilities Deal
GEO Group (NYSE: GEO) announced the closing of its previously announced acquisition of eight correctional and detention facilities (the “LCS Facilities”) totaling more than 6,500 beds from LCS Corrections Services, Inc., a privately-held owner and operator of correctional and detention facilities in the United States, and its affiliates (collectively, "LCS"). The LCS transaction was structured as an asset purchase.
GEO acquired the LCS Facilities for approximately $307 million, or approximately $47,000 per bed, in an all cash transaction, excluding transaction related expenses. Additionally, LCS has the opportunity to receive an additional payment if the Facilities exceed certain performance targets over a period of approximately 18 months (the "Earnout Payment"). The aggregate amount of the purchase price paid at closing and the Earnout Payment, if achieved, will not exceed $350 million. LCS will use the proceeds to repay approximately $298 million in outstanding net debt. GEO did not assume any debt as a result of the transaction. GEO financed the acquisition of the LCS Facilities with borrowings under its $700 million Revolving Credit Facility. Following the LCS transaction, GEO has approximately $260 million in available borrowing capacity under its Revolving Credit Facility.
LCS Asset Portfolio
LCS owned and operated eight correctional and detention facilities located in Louisiana, Texas, and Alabama, totaling more than 6,500 beds. The LCS Facilities, which currently house offenders on behalf of federal, state, and local correctional and detention agencies, have been historically underutilized with current average occupancy rates of approximately 50 percent. More than two-thirds of revenues for the LCS Facilities are generated under contracts with Federal correctional and detention agencies. Following the acquisition, GEO now owns and/or manages 106 facilities totaling approximately 85,500 correctional, detention, and community reentry beds worldwide with a growing workforce of approximately 19,000 professionals.
Financial Impact
On an annualized basis, the acquisition is expected to immediately increase GEO’s revenues by approximately $75-80 million and be initially $0.10-$0.12 accretive to Adjusted Funds from Operations (“AFFO”) per share, excluding one-time transaction-related expenses. Additionally, GEO expects to achieve substantial improvements in the utilization of the LCS Facilities which is expected to create additional accretion to AFFO per share over the next 12-24 months.
George C. Zoley, Chairman and Chief Executive Officer of GEO, said: “We’re very pleased with the closing of this important transaction, which represents a compelling strategic fit for our company. The recently announced reactivation of a significant portion of our beds in inventory is indicative of the growing need for beds around the country, and this important strategic transaction will further position GEO to meet the demand for correctional and detention bed space in the United States. The valuable assets we have acquired from LCS already have existing contracts primarily with federal correctional and detention agencies; however they have been historically underutilized. GEO has a three decade long partnership with the Federal government and a successful track record of integrating acquired correctional and detention facilities, and we expect to achieve substantial improvements in the utilization of these important assets to drive material revenue and earnings growth and create significant value for our shareholders.”
Financial and Legal Advisors
J.P. Morgan Securities LLC provided the GEO Board of Directors with a fairness opinion. Akerman LLP served as GEO’s legal advisor. Shutts & Bowen LLP served as LCS’s legal advisor.
