If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule
12b-
2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of the U.S. federal income tax considerations generally applicable to an investment in our common stock.
Supplemental U.S. federal income tax considerations relevant to the ownership of the other securities offered by this prospectus may be provided in the prospectus supplement that relates to those securities. For purposes of this section under the
heading “United States Federal Income Tax Considerations,” references to “The GEO Group, Inc.,” “we,” “our” and “us” mean only The GEO Group, Inc. and not its subsidiaries or other lower-tier
entities, except as otherwise indicated, and references to “tenants” are to persons who are treated as lessees of real property for purposes of the REIT requirements including, in general, persons who are referred to as
“customers” elsewhere in this prospectus. This summary is based upon the Code, the regulations promulgated by the Treasury, rulings and other administrative pronouncements issued by the IRS, and judicial decisions, all as currently in
effect, and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax
consequences described below. The summary is also based upon the assumption that we and our subsidiaries and affiliated entities will operate in accordance with our and their applicable organizational documents. This summary is for general
information only and is not tax advice. It does not discuss any state, local or
non-U.S.
tax consequences relevant to us or an investment in our common stock. The Code provisions governing the U.S. federal
income tax treatment of REITs and their shareholders are highly technical and complex, and this summary is qualified in its entirety by the express language of applicable Code provisions, the Treasury regulations promulgated thereunder, and
administrative and judicial interpretations thereof. Moreover, this summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular investor in light of its investment or tax circumstances, or to
investors subject to special tax rules, such as:
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financial institutions;
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regulated investment companies;
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partnerships, other pass-through entities and trusts;
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persons who hold our stock on behalf of other persons as nominees;
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persons who receive our stock through the issuance of restricted stock pursuant to our equity incentive plan;
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persons holding our stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;
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and, except to the extent discussed below:
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tax-exempt
organizations; and
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This summary assumes that investors will hold their common stock as a
capital asset, which generally means as property held for investment.
The U.S. federal income tax treatment of holders of our common
stock depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may
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be available. In addition, the tax consequences to any particular stockholder of holding our common stock will depend on the stockholder’s particular tax circumstances. You are urged to
consult your tax advisor regarding the U.S. federal, state, local, and foreign income and other tax consequences to you in light of your particular investment or tax circumstances of acquiring, holding, exchanging, or otherwise disposing of our
common stock.
Taxation of The GEO Group, Inc.
We elected to be taxed as a REIT commencing with our taxable year ended December 31, 2013. We believe that we have been organized and have
operated in such a manner as to qualify as a REIT under the applicable provisions of the Code commencing with our taxable year ended December 31, 2013. We currently intend to continue to be organized and to operate in this manner.
The law firm of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) has acted as our special REIT tax counsel in
connection with our election to be taxed as a REIT. We have received an opinion of Skadden to the effect that we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code
commencing with our taxable year ended December 31, 2013, and that our actual and proposed method of operation has enabled and will enable us to continue to meet the requirements for qualification and taxation as a REIT. It must be emphasized
that the opinion of Skadden is based on various assumptions relating to our organization and operation, and is conditioned upon fact-based representations and covenants made by our management regarding our organization, assets, and income, and the
present and future conduct of our business operations. While we intend to operate so that we will continue to qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the
possibility of future changes in our circumstances, no assurance can be given by Skadden or by us that we will qualify as a REIT for any particular year. The opinion is expressed as of the date issued. Skadden will have no obligation to advise us or
our stockholders of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. You should be aware that opinions of counsel are not binding on the IRS, and no assurance can be given that
the IRS will not challenge the conclusions set forth in such opinions.
Qualification and taxation as a REIT depend on our ability to meet
on a continuing basis, through actual operating results, distribution levels, and diversity of stock ownership, various qualification requirements imposed upon REITs by the Code, the compliance with which will not be reviewed by Skadden. In
addition, our ability to qualify as a REIT depends in part upon the operating results, organizational structure and entity classification for U.S. federal income tax purposes of certain affiliated entities, the status of which may not have been
reviewed by Skadden. Our ability to qualify as a REIT also requires that we satisfy certain asset tests, some of which depend upon the fair market values of assets that we own directly or indirectly. Such values may not be susceptible to a precise
determination. Accordingly, no assurance can be given that the actual results of our operations for any taxable year will satisfy such requirements for qualification and taxation as a REIT.
We have received a private letter ruling from the IRS with respect to certain issues relevant to our qualification as a REIT. Although we may
generally rely upon the ruling, no assurance can be given that the IRS will not challenge our qualification as a REIT on the basis of other issues or facts outside the scope of the ruling.
Taxation of REITs in General
As
indicated above, our qualification and taxation as a REIT depends upon our ability to meet, on a continuing basis, various qualification requirements imposed upon REITs by the Code. The material qualification requirements are summarized below under
“—Requirements for Qualification—General.” While we intend to operate so that we qualify as a REIT, no assurance can be given that the IRS will not challenge our qualification or that we will be able to operate in accordance with
the REIT requirements in the future. See “—Failure to Qualify.”
Provided that we qualify as a REIT, we will generally be
entitled to a deduction for dividends that we pay and therefore will not be subject to U.S. federal corporate income tax on our net income that is distributed to our stockholders. This treatment substantially eliminates the “double
taxation” at the corporate and stockholder levels that generally results from investment in a corporation. In general, the income that we generate is taxed only at the stockholder level upon a distribution of dividends to our stockholders.
Most U.S. stockholders that are individuals, trusts or estates are taxed on corporate dividends at a reduced maximum rate. With limited
exceptions, however, dividends from us or from other entities that are taxed as REITs are generally not eligible for the reduced rates and are taxed at rates applicable to ordinary income. See “—Taxation of Stockholders—Taxation of
Taxable U.S. Stockholders—Distributions.”
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Net operating losses (“NOLs”), foreign tax credits and other tax attributes
generally do not pass through to our stockholders, subject to special rules for certain items such as the capital gains that we recognize. See “—Taxation of Stockholders—Taxation of Taxable U.S. Stockholders—Distributions.”
Even if we qualify as a REIT, we will nonetheless be subject to U.S. federal tax in the following circumstances:
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We will be taxed at regular corporate rates on any undistributed net taxable income, including undistributed net capital gains.
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We may be subject to the “alternative minimum tax” on our items of tax preference, including any deductions of NOLs.
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If we have net income from prohibited transactions, which are, in general, sales or other dispositions of inventory or property held primarily for sale to customers in the ordinary course of business, other than
foreclosure property, such income will be subject to a 100% tax. See “—Prohibited Transactions” and “—Foreclosure Property” below.
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If we elect to treat property that we acquire in connection with a foreclosure of a mortgage loan or certain leasehold terminations as “foreclosure property,” we may thereby avoid the 100% tax on gain from a
resale of that property (if the sale would otherwise constitute a prohibited transaction), but the income from the sale or operation of the property may be subject to corporate income tax at the highest applicable rate.
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If we fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless maintain our qualification as a REIT because we satisfy other requirements, we will be subject to a 100%
tax on an amount based on the magnitude of the failure, as adjusted to reflect the profit margin associated with our gross income.
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If we violate the asset tests (other than certain de minimis violations) or other requirements applicable to REITs, as described below, and yet maintain our qualification as a REIT because there is reasonable cause for
the failure and other applicable requirements are met, we may be subject to a penalty tax. In that case, the amount of the penalty tax will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the
amount of net income generated by the nonqualifying assets in question multiplied by the highest corporate tax rate if that amount exceeds $50,000 per failure.
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If we fail to distribute during each calendar year at least the sum of (i) 85% of our REIT ordinary income for such year, (ii) 95% of our REIT capital gain net income for such year and (iii) any
undistributed net taxable income from prior periods, we will be subject to a nondeductible 4% excise tax on the excess of the required distribution over the sum of (a) the amounts that we actually distributed and (b) the amounts we
retained and upon which we paid income tax at the corporate level.
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We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of a
REIT’s stockholders, as described below in “—Requirements for Qualification—General.”
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A 100% tax may be imposed on transactions between us and a taxable REIT subsidiary (“TRS”) that do not reflect arm’s length terms.
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If we dispose of an asset that was deemed acquired by us upon our conversion from a subchapter C corporation to a REIT during our first five years as a REIT, we will be subject to a federal corporate level tax at the
highest regular corporate rate on the gain recognized from such sale, up to the amount of the
built-in
gain that existed on January 1, 2013, which is based on the fair market value of such asset in excess
of our tax basis in such asset as of January 1, 2013.
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If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C of the Code) in a transaction in which the adjusted tax basis of the assets in our hands is
determined by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, we may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize gain on
a disposition of any such assets during the five-year period following their acquisition from the subchapter C corporation.
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The earnings of our TRSs will generally be subject to U.S. federal corporate income tax.
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In addition, we and our subsidiaries may be subject to a variety of other taxes, including
payroll taxes and state, local, and foreign income, property, gross receipts and other taxes on our assets and operations. We could also be subject to tax in situations and on transactions not presently contemplated.
Requirements for Qualification—General
The Code defines a REIT as a corporation, trust or association:
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that is managed by one or more trustees or directors;
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the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;
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that would be taxable as a domestic corporation but for its election to be subject to tax as a REIT;
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that is neither a financial institution nor an insurance company subject to specific provisions of the Code;
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the beneficial ownership of which is held by 100 or more persons;
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in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include
specified
tax-exempt
entities);
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that meets other tests described below, including with respect to the nature of its income and assets; and
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that makes an election to be a REIT for the current taxable year or has made such an election for a previous taxable year that has not been terminated or revoked.
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The Code provides that conditions (1) through (4) must be met during the entire taxable year, and that condition (5) must be met
during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year. Conditions (5) and (6) need not be met during a corporation’s initial taxable year as a REIT (which, in our case, was 2013).
Our charter contains restrictions regarding the ownership and transfers of our stock, which are intended to assist us in satisfying the stock ownership requirements described in conditions (5) and (6) above. If we fail to satisfy these stock
ownership requirements, except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the rules contained in applicable Treasury regulations that require us to ascertain the actual ownership of our shares
and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirement described in condition (6) above, we will be treated as having met this requirement.
To monitor compliance with the stock ownership requirements, we generally are required to maintain records regarding the actual ownership of
our stock. To do so, we must demand written statements each year from the record holders of significant percentages of our stock pursuant to which the record holders must disclose the actual owners of the stock (i.e., the persons required to include
our dividends in their gross income). We must maintain a list of those persons failing or refusing to comply with this demand as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping
requirements. If you fail or refuse to comply with the demands, you will be required by Treasury regulations to submit a statement with your tax return disclosing the actual ownership of the stock and other information.
In addition, a corporation generally may not elect to become a REIT unless its taxable year is the calendar year. We adopted December 31
as our
year-end
commencing with the taxable year ended December 31, 2012, and thereby satisfy this requirement.
The Code provides relief from violations of the REIT gross income requirements (as described below in “—Income Tests”) in cases
where a violation is due to reasonable cause and not willful neglect and other requirements are met, including the payment of a penalty tax that is based upon the magnitude of the violation. In addition, certain provisions of the Code extend similar
relief in the case of certain violations of the REIT asset requirements (as described below in “—Asset Tests”) and other REIT requirements, again provided that the violation is due to reasonable cause and not willful neglect and other
conditions are met, including the payment of a penalty tax.
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If we fail to satisfy any of the various REIT requirements, there can be no assurance that
these relief provisions would be available to enable us to maintain our qualification as a REIT, and, if such relief provisions are available, the amount of any resultant penalty tax could be substantial.
Effect of Subsidiary Entities
Disregarded Subsidiaries
. If we own a corporate subsidiary that is a “qualified REIT subsidiary,” that subsidiary is generally
disregarded as a separate entity for U.S. federal income tax purposes, and all of the subsidiary’s assets, liabilities and items of income, deduction and credit are treated as our assets, liabilities and items of income, deduction and credit,
including for purposes of the gross income and asset tests applicable to REITs. A qualified REIT subsidiary is any corporation, other than a TRS (as described below), that we wholly own, either directly or indirectly through one or more other
qualified REIT subsidiaries or disregarded entities. Other entities that are wholly-owned by us (either directly or indirectly through other disregarded entities), including single member limited liability companies that have not elected to be taxed
as corporations for U.S. federal income tax purposes, are also generally disregarded as separate entities for U.S. federal income tax purposes, including for purposes of the REIT income and asset tests. Disregarded subsidiaries, along with any
partnerships in which we hold an equity interest, are sometimes referred to herein as “pass-through subsidiaries.”
In the event
that a disregarded subsidiary of ours ceases to be wholly-owned—for example, if any equity interest in the subsidiary is acquired by a person other than us or a disregarded subsidiary of ours—the subsidiary’s separate existence would
no longer be disregarded for U.S. federal income tax purposes. Instead, the subsidiary would have multiple owners and would be treated as either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely
affect our ability to satisfy the various asset and gross income requirements applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the securities of another corporation. See
“—Asset Tests” and “—Income Tests.”
Taxable REIT Subsidiaries
. In general, we may jointly elect with
a subsidiary corporation, whether or not wholly-owned, to treat such subsidiary corporation as a TRS. We generally may not own more than 10% of the securities of a taxable corporation, as measured by voting power or value, unless we and such
corporation elect to treat such corporation as a TRS. The separate existence of a TRS or other taxable corporation is not ignored for U.S. federal income tax purposes. Accordingly, a TRS or other taxable subsidiary corporation generally would be
subject to corporate income tax on its earnings, which may reduce the cash flow that we and our subsidiaries generate in the aggregate, and may reduce our ability to make distributions to our stockholders.
We are not treated as holding the assets of a TRS or other taxable subsidiary corporation or as receiving any income that the subsidiary
earns. Rather, the stock issued by a taxable subsidiary corporation to us is an asset in our hands, and we treat the dividends paid to us from such taxable subsidiary corporation, if any, as income. This treatment can affect our income and asset
test calculations, as described below. Because we do not include the assets and income of TRSs or other taxable subsidiary corporations on a look-through basis in determining our compliance with the REIT requirements, we may use such entities to
undertake indirectly activities that the REIT rules might otherwise preclude us from doing directly or through pass-through subsidiaries. For example, we may use TRSs or other taxable subsidiary corporations to perform services or conduct activities
that give rise to certain categories of income such as management fees, or to conduct activities that, if conducted by us directly, would be treated in our hands as prohibited transactions.
The TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an
appropriate level of corporate taxation. Further, the rules impose a 100% excise tax on certain transactions involving a TRS and its parent REIT that are not conducted on an arm’s length basis. We intend that all of our transactions with our
TRSs will be conducted on an arm’s length basis.
We may hold a significant number of assets in one or more TRSs, subject to the
limitation that securities in TRSs may not represent more than 25% (or, for 2018 and subsequent taxable years, 20%) of the value of our total assets.
Ownership of Partnership Interests
. If we are a partner in an entity that is treated as a partnership for U.S. federal income tax
purposes, Treasury regulations provide that we are deemed to own our proportionate share of the partnership’s assets and to earn our proportionate share of the partnership’s income, for purposes of the asset and gross income tests
applicable to REITs. Our proportionate share of a partnership’s assets and income is based on our capital interest in the partnership (except that for purposes of the 10% asset value test described below, our proportionate share of the
partnership’s assets is based on our proportionate interest in the equity and certain debt securities issued by the partnership). In addition, the assets and gross income of the partnership are deemed to retain the same character in our hands.
Thus, our proportionate share of the assets and items of income of any of our subsidiary partnerships will be treated as our assets and items of income for purposes of applying the REIT requirements.
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We generally have control of our partnerships and limited liability companies and intend to
operate them in a manner consistent with the requirements for our qualification as a REIT. If we become a limited partner or
non-managing
member in any partnership or limited liability company and such entity
takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company could take
an action which could cause us to fail a gross income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely
basis. In that case, we could fail to qualify as a REIT unless we were entitled to relief, as described below.
Income Tests
To maintain our qualification as a REIT, we must satisfy two gross income requirements on an annual basis. First, at least 75% of our gross
income for each taxable year, excluding gross income from sales of inventory or dealer property in “prohibited transactions,” discharge of indebtedness and certain hedging transactions, generally must be derived from “rents from real
property,” gains from the sale of real estate assets, interest income derived from mortgage loans secured by real property (including certain types of mortgage-backed securities), dividends received from other REITs, and specified income from
temporary investments. Second, at least 95% of our gross income in each taxable year, excluding gross income from prohibited transactions, discharge of indebtedness and certain hedging transactions, must be derived from some combination of income
that qualifies under the 75% gross income test described above, as well as other dividends, interest, and gain from the sale or disposition of stock or securities, which need not have any relation to real property. Income and gain from certain
hedging transactions will be excluded from both the numerator and the denominator for purposes of both the 75% and 95% gross income tests.
Rents from Real Property
. Rents we receive from a tenant will qualify as “rents from real property” for the purpose of
satisfying the gross income requirements for a REIT described above only if all of the conditions described below are met.
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The amount of rent is not based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property”
solely because it is based on a fixed percentage or percentages of receipts or sales;
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Neither we nor an actual or constructive owner of 10% or more of our stock actually or constructively owns 10% or more of the interests in the assets or net profits of a
non-corporate
tenant, or, if the tenant is a corporation, 10% or more of the total combined voting power of all classes of stock entitled to vote or 10% or more of the total value of all classes of stock of
the tenant. Rents we receive from such a tenant that is a TRS of ours, however, will not be excluded from the definition of “rents from real property” as a result of this condition if at least 90% of the space at the property to which the
rents relate is leased to third parties, and the rents paid by the TRS are substantially comparable to rents paid by our other tenants for comparable space. Whether rents paid by a TRS are substantially comparable to rents paid by other tenants is
determined at the time the lease with the TRS is entered into, extended, and modified, if such modification increases the rents due under such lease. Notwithstanding the foregoing, however, if a lease with a “controlled TRS” is modified
and such modification results in an increase in the rents payable by such TRS, any such increase will not qualify as “rents from real property.” For purposes of this rule, a “controlled TRS” is a TRS in which the parent REIT owns
stock possessing more than 50% of the voting power or more than 50% of the total value of the outstanding stock of such TRS;
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Rent attributable to personal property that is leased in connection with a lease of real property is not greater than 15% of the total rent received under the lease. If this condition is not met, then the portion of the
rent attributable to personal property will not qualify as “rents from real property”; and
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We generally do not operate or manage the property or furnish or render services to our tenants, subject to a 1% de minimis exception and except as provided below. We are permitted, however, to perform directly certain
services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered “rendered to the occupant” of the property. Examples of these permitted services
include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. In addition, we are permitted to employ an independent contractor from whom we derive no revenue to provide customary services to our
tenants, or a TRS, which may be wholly or partially owned by us, to provide both customary and
non-customary
services to our tenants without causing the rent that we receive from those tenants to fail to
qualify as “rents from real property.” Any amounts that we receive from a TRS with respect to the TRS’s provision of
non-customary
services will, however, be nonqualifying income under the 75%
gross income test and, except to the extent received through the payment of dividends, the 95% gross income test.
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We intend to cause any services that are not “usually or customarily rendered,” or
that are for the benefit of a particular tenant in connection with the rental of real property, to be provided through a TRS or through an “independent contractor.” However, no assurance can be given that the IRS will concur with our
determination as to whether a particular service is usual or customary, or otherwise in this regard.
Dividend Income
. We may
directly or indirectly receive distributions from TRSs or other corporations that are not REITs or qualified REIT subsidiaries. These distributions generally are treated as dividend income to the extent of the earnings and profits of the
distributing corporation. Such distributions will generally constitute qualifying income for purposes of the 95% gross income test, but not for purposes of the 75% gross income test. Any dividends that we receive from another REIT, however, will be
qualifying income for purposes of both the 95% and 75% gross income tests.
Fee Income
. Any fee income that we earn will generally
not be qualifying income for purposes of either gross income test. Any fees earned by a TRS, however, will not be included for purposes of our gross income tests.
Interest Income
. Interest income constitutes qualifying mortgage interest for purposes of the 75% gross income test (as described
above) to the extent that the obligation upon which such interest is paid is secured by a mortgage on real property. If we receive interest income with respect to a mortgage loan that is secured by both real property and other property, and the
highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property on the date that we acquired or originated the mortgage loan, the interest income will be apportioned between the real property
and the other collateral, and our income from the arrangement will qualify for purposes of the 75% gross income test only to the extent that the interest is allocable to the real property. Even if a loan is not secured by real property, or is
undersecured, the income that it generates may nonetheless qualify for purposes of the 95% gross income test. For these purposes, the term “interest” generally does not include any amount received or accrued, directly or indirectly, if the
determination of all or some of the amount depends in any way on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “interest” solely by reason of being based on a fixed
percentage or percentages of receipts or sales.
Hedging Transactions
. Any income or gain that we or our pass-through subsidiaries
derive from instruments that hedge certain risks, such as the risk of changes in interest rates, will be excluded from gross income for purposes of both the 75% and 95% gross income tests, provided that specified requirements are met, including the
requirement that the instrument is entered into during the ordinary course of our business and the instrument is properly identified as a hedge along with the risk that it hedges within prescribed time periods. Income and gain from all other hedging
transactions will not be qualifying income for either the 95% or 75% gross income test.
Failure to Satisfy the Gross Income Tests
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If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may still qualify as a REIT for such year if we are entitled to relief under applicable provisions of the Code. These relief provisions will be generally
available if (i) our failure to meet these tests was due to reasonable cause and not due to willful neglect and (ii) following our identification of the failure to meet the 75% or 95% gross income test for any taxable year, we file a
schedule with the IRS setting forth each item of our gross income for purposes of the 75% or 95% gross income test for such taxable year in accordance with Treasury regulations, which have not yet been issued. It is not possible to state whether we
would be entitled to the benefit of these relief provisions in all circumstances. If these relief provisions are inapplicable to a particular set of circumstances, we will not qualify as a REIT. Even if these relief provisions apply, and we retain
our status as a REIT, the Code imposes a tax based upon the amount by which we fail to satisfy the particular gross income test.
Asset Tests
At the close of each calendar quarter, we must also satisfy five tests relating to the nature of our assets. First, at least 75%
of the value of our total assets must be represented by some combination of “real estate assets,” cash, cash items, U.S. government securities, and, under some circumstances, stock or debt instruments purchased with new capital. For this
purpose, real estate assets include interests in real property such as land, buildings and leasehold interests in real property (and certain ancillary personal property), stock of other corporations that qualify as REITs, some kinds of
mortgage-backed securities and mortgage loans, and debt instruments (whether or not secured by real property) that are issued by a “publicly offered REIT” (i.e., a REIT that is required to file annual and periodic reports with the SEC
under the Exchange Act). Assets that do not qualify for purposes of the 75% asset test are subject to the additional asset tests described below.
Second, the value of any one issuer’s securities that we own may not exceed 5% of the value of our total assets.
Third, we may not own more than 10% of any one issuer’s outstanding securities, as measured by either voting power or value. The 5% and
10% asset tests do not apply to real estate assets, securities of TRSs and qualified REIT subsidiaries and the value prong of the 10% asset test does not apply to “straight debt” having specified characteristics and to certain other
securities described below. Solely for purposes of the 10% asset test, the determination of our interest in the assets of a partnership or limited liability company in which we own an interest will be based on our proportionate interest in any
securities issued by the partnership or limited liability company, excluding for this purpose certain securities described in the Code.
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Fourth, the aggregate value of all securities of TRSs that we hold may not represent more
than 25% (or, for 2018 and subsequent taxable years, 20%) of the value of our total assets.
Fifth, no more than 25% of the value of our
total assets may be represented by “nonqualified publicly offered REIT debt instruments” (i.e., real estate assets that would cease to be real estate assets if debt instruments issued by publicly offered REITs were not included in the
definition of real estate assets).
Notwithstanding the general rule, as noted above, that for purposes of the REIT income and asset tests
we are treated as owning our proportionate share of the underlying assets of a subsidiary partnership, if we hold indebtedness issued by a partnership, the indebtedness will be subject to, and may cause a violation of, the asset tests unless the
indebtedness is a qualifying mortgage asset or other conditions are met. Similarly, although stock of another REIT is a qualifying asset for purposes of the REIT asset tests, any
non-mortgage
debt that is
issued by a
non-publicly
offered REIT may not so qualify (although such debt will not be treated as a “security” for purposes of the 10% asset value test, as explained below).
Certain securities will not cause a violation of the 10% asset value test described above. Such securities include instruments that constitute
“straight debt,” which term generally excludes, among other things, securities having certain contingency features. A security does not qualify as “straight debt” where a REIT (or a controlled TRS of the REIT) owns other
securities of the same issuer that do not qualify as straight debt, unless the value of those other securities constitute, in the aggregate, 1% or less of the total value of that issuer’s outstanding securities. In addition to straight debt,
the Code provides that certain other securities will not violate the 10% asset value test. Such securities include (i) any loan made to an individual or an estate, (ii) certain rental agreements pursuant to which one or more payments are
to be made in subsequent years (other than agreements between a REIT and certain persons related to the REIT under attribution rules), (iii) any obligation to pay rents from real property, (iv) securities issued by governmental entities that
are not dependent in whole or in part on the profits of (or payments made by) a
non-governmental
entity, (v) any security (including debt securities) issued by another REIT and (vi) any debt
instrument issued by a partnership if the partnership’s income is of a nature that it would satisfy the 75% gross income test described above under “—Income Tests.” In applying the 10% asset value test, a debt security issued by
a partnership is not taken into account to the extent, if any, of the REIT’s proportionate interest in that partnership.
No
independent appraisals have been obtained to support our conclusions as to the value of our total assets or the value of any particular security or securities. Moreover, the values of some assets may not be susceptible to a precise determination,
and values are subject to change in the future. Furthermore, the proper classification of an instrument as debt or equity for U.S. federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT
asset requirements. Accordingly, there can be no assurance that the IRS will not contend that our interests in our subsidiaries or in the securities of other issuers will not cause a violation of the REIT asset tests.
The Code contains a number of relief provisions that can make it easier for REITs to satisfy the asset requirements or to maintain REIT
qualification notwithstanding certain violations of the asset and other requirements. For example, if we should fail to satisfy the asset tests at the end of a calendar quarter, such a failure would not cause us to lose our REIT qualification if we
(i) satisfied the asset tests at the close of the preceding calendar quarter and (ii) the discrepancy between the value of our assets and the asset requirements was not wholly or partly caused by an acquisition of
non-qualifying
assets, but instead arose from changes in the relative market values of our assets. If the conditions described in (ii) were not satisfied, we still could avoid disqualification by eliminating
any discrepancy within 30 days after the close of the calendar quarter in which it arose or by making use of the relief provisions described below. No assurance can be given that we would qualify for relief under those provisions.
In the case of
de
minimis
violations of the 10% and 5% asset tests, a REIT may maintain its qualification despite a violation of
such requirements if (i) the value of the assets causing the violation does not exceed the lesser of 1% of the REIT’s total assets and $10,000,000 and (ii) the REIT either disposes of the assets causing the failure within six months
after the last day of the quarter in which it identifies the failure, or otherwise satisfies the relevant tests within that time frame.
Even if we did not qualify for the foregoing relief provisions, one additional provision allows a REIT which fails one or more of the asset
requirements to nevertheless maintain its REIT qualification if (i) the REIT provides the IRS with a description of each asset causing the failure, (ii) the failure is due to reasonable cause and not willful neglect, (iii) the REIT
pays a tax equal to the greater of (a) $50,000 per failure and (b) the product of the net income generated by the assets that caused the failure multiplied by the highest applicable corporate tax rate and (iv) the REIT either disposes of
the assets causing the failure within six months after the last day of the quarter in which it identifies the failure, or otherwise satisfies the relevant asset tests within that time frame.
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Annual Distribution Requirements
To maintain our qualification as a REIT, we are required to distribute dividends, other than capital gain dividends, to our stockholders in an
amount at least equal to:
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(a)
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90% of our REIT taxable income, computed without regard to our net capital gains and the deduction for dividends paid; and
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(b)
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90% of our
after-tax
net income, if any, from foreclosure property (as described below); minus
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(ii)
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the sum of specified items of
non-cash
income.
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We
generally must make these distributions in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for the year and if paid with or before the first regular dividend payment after such
declaration. These distributions will be treated as received by our stockholders in the year in which paid. If we cease to be a “publicly offered REIT,” then in order for distributions to be counted as satisfying the annual distribution
requirements, and to give rise to a tax deduction for us, the distributions must not be “preferential dividends.” A dividend is not a preferential dividend if the distribution is (i) pro rata among all outstanding shares of stock
within a particular class and (ii) in accordance with the preferences among different classes of stock as set forth in our organizational documents.
To the extent that we distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be subject to tax at
ordinary corporate tax rates on the retained portion. We may elect to retain, rather than distribute, some or all of our net long-term capital gains and pay tax on such gains. In this case, we could elect for our stockholders to include their
proportionate shares of such undistributed long-term capital gains in income, and to receive a corresponding credit for their share of the tax that we paid. Our stockholders would then increase the adjusted basis of their stock by the difference
between (i) the amounts of capital gain dividends that we designated and that they include in their taxable income, and (ii) the tax that we paid on their behalf with respect to that income.
To the extent that in the future we may have available NOLs carried forward from prior tax years, such losses may reduce the amount of
distributions that we must make in order to comply with the REIT distribution requirements. Such losses, however, will generally not affect the tax treatment to our stockholders of any distributions that are actually made. See “—Taxation
of Stockholders—Taxation of Taxable U.S. Stockholders—Distributions.”
If we should fail to distribute during each calendar
year (or before the end of January of the following year as described below) at least the sum of (i) 85% of our REIT ordinary income for such year, (ii) 95% of our REIT capital gain net income for such year and (iii) any undistributed net
taxable income from prior periods, we would be subject to a
non-deductible
4% excise tax on the excess of such required distribution over the sum of (a) the amounts actually distributed, and (b) the
amounts of income we retained and on which we have paid corporate income tax.
We expect that our REIT taxable income will be less than
our cash flow because of depreciation and other
non-cash
charges included in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient cash or liquid assets to enable us
to satisfy the distribution requirements described above. However, from time to time, we may not have sufficient cash or other liquid assets to meet these distribution requirements due to timing differences between the actual receipt of income and
actual payment of deductible expenses, and the inclusion of income and deduction of expenses in determining our taxable income. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt, acquire assets, or for
other reasons. If these timing differences occur, we may borrow funds to pay dividends or pay dividends through the distribution of other property (including shares of our stock) in order to meet the distribution requirements, while preserving our
cash.
If our taxable income for a particular year is subsequently determined to have been understated, we may be able to rectify a
resultant failure to meet the distribution requirements for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. In this case, we may be
able to avoid losing REIT status or being taxed on amounts distributed as deficiency dividends, subject to the 4% excise tax described above. We will be required to pay interest to the IRS based on the amount of any deduction taken for deficiency
dividends.
For purposes of the 90% distribution requirement and excise tax described above, any dividend that we declare in October,
November or December of any year and that is payable to a stockholder of record on a specified date in any such month will be treated as both paid by us and received by the stockholder on December 31 of such year, provided that we actually pay
the dividend before the end of January of the following calendar year.
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Penalty Tax
Any redetermined rents, redetermined deductions, excess interest or redetermined TRS services income that we or our TRSs generate will be
subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of any services furnished to any of our tenants by a TRS, redetermined deductions and excess interest represent any amounts
that are deducted by a TRS for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations, and redetermined TRS services income is income of a TRS attributable to services provided to,
or on behalf of, us (other than services furnished or rendered to a customer of ours) to the extent such income is lower than the income the TRS would have earned based on arm’s length negotiations. Rents that we receive will not constitute
redetermined rents if they qualify for certain safe harbor provisions contained in the Code.
From time to time, our TRSs may provide
services to our tenants. We set the fees paid to our TRSs for such services at arm’s length rates, although the fees paid may not satisfy the safe-harbor provisions described above. These determinations are inherently factual, and the IRS has
broad discretion to assert that amounts paid between related parties should be reallocated to clearly reflect their respective incomes. If the IRS successfully made such an assertion, we would be required to pay a 100% penalty tax on the excess of
an arm’s length fee for tenant services over the amount actually paid.
Prohibited Transactions
Net income that we derive from a prohibited transaction is subject to a 100% tax. The term “prohibited transaction” generally
includes a sale or other disposition of property (other than foreclosure property, as discussed below) that is held as inventory or primarily for sale to customers in the ordinary course of a trade or business. We intend to conduct our operations so
that no asset that we own (or are treated as owning) will be treated as, or as having been, held as inventory or for sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary course of our business.
Whether property is held as inventory or “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances. No assurance can be given that any property that we sell will not
be treated as inventory or property held for sale to customers, or that we can comply with certain safe-harbor provisions of the Code that would prevent such treatment. The 100% tax does not apply to gains from the sale of property that is held
through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates. We intend to structure our activities to avoid prohibited transaction characterization.
Like-Kind Exchanges
We may
dispose of properties in transactions intended to qualify as like-kind exchanges under the Code. Such like-kind exchanges are intended to result in the deferral of gain for U.S. federal income tax purposes. The failure of any such transaction to
qualify as a like-kind exchange could require us to pay federal income tax, possibly including the 100% prohibited transaction tax, depending on the facts and circumstances surrounding the particular transaction.
Derivatives and Hedging Transactions
We may enter into hedging transactions with respect to interest rate exposure on one or more of our assets or liabilities. Any such hedging
transactions could take a variety of forms, including the use of derivative instruments such as interest rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, and options. Except to the extent provided by Treasury
regulations, any income from a hedging transaction (including gain from the sale, disposition or termination of a position in such a transaction) will not constitute gross income for purposes of the 75% or 95% gross income test if we properly
identify the transaction as specified in applicable Treasury regulations and we enter into such transaction (i) in the normal course of our business primarily to manage risk of interest rate changes or currency fluctuations with respect to
borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, (ii) primarily to manage risk of currency fluctuations with respect to any item of income or gain that would be
qualifying income under the 75% or 95% income tests, or (iii) in connection with the extinguishment of indebtedness with respect to which we have entered into a qualified hedging position described in clause (i) or the disposition of
property with respect to which we have entered into a qualified hedging position described in clause (ii), primarily to manage the risks of such hedging positions. To the extent that we hedge in certain other situations, the resultant income may be
treated as income that does not qualify under the 75% or 95% gross income tests. We intend to structure any hedging transactions in a manner that does not jeopardize our status as a REIT. We may conduct some or all of our hedging activities through
a TRS or other corporate entity, the income from which may be subject to U.S. federal income tax, rather than by participating in the arrangements directly or through pass-through subsidiaries. No assurance can be given, however, that our hedging
activities will not give rise to income that does not qualify for purposes of the REIT gross income tests, or that our hedging activities will not adversely affect our ability to satisfy the REIT qualification requirements.
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Foreclosure Property
Foreclosure property is real property and any personal property incident to such real property (i) that we acquire as the result of having
bid in the property at foreclosure, or having otherwise reduced the property to ownership or possession by agreement or process of law, after a default (or upon imminent default) on a lease of the property or a mortgage loan held by us and secured
by the property, (ii) for which we acquired the related loan or lease at a time when default was not imminent or anticipated and (iii) with respect to which we made a proper election to treat the property as foreclosure property. We
generally will be subject to tax at the maximum corporate rate on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that would otherwise be qualifying income for purposes
of the 75% gross income test. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise
constitute inventory or dealer property. We do not anticipate receiving any income from foreclosure property that does not qualify for purposes of the 75% gross income test.
Failure to Qualify
If we fail to
satisfy one or more requirements for REIT qualification other than the gross income or asset tests, we could avoid disqualification as a REIT if our failure is due to reasonable cause and not to willful neglect and we pay a penalty of $50,000 for
each such failure. Relief provisions are also available for failures of the income tests and asset tests, as described above in “—Income Tests” and “—Asset Tests.”
If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions described above do not apply, we would be subject
to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. We cannot deduct distributions to stockholders in any year in which we are not a REIT, nor would we be required to make distributions in such
a year. In this situation, to the extent of current and accumulated earnings and profits, distributions to stockholders would be taxable as regular corporate dividends. Such dividends paid to U.S. stockholders that are individuals, trusts and
estates may be taxable at the preferential income tax rates for qualified dividends. In addition, subject to the limitations of the Code, corporate distributees may be eligible for the dividends received deduction. Unless we are entitled to relief
under specific statutory provisions, we would also be disqualified from
re-electing
to be taxed as a REIT for the four taxable years following the year during which we lost our qualification. It is not
possible to state whether, in all circumstances, we would be entitled to this statutory relief.
Taxation of Stockholders
Taxation of Taxable U.S. Stockholders
For purposes of this discussion, a “U.S. stockholder” is any holder of our common stock that is, for U.S. federal income tax
purposes:
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an individual who is a citizen or resident of the United States;
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a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, or of any state thereof, or the District of
Columbia;
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an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or
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a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust.
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If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal
income tax purposes, holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. An investor that is a partnership and the partners in such
partnership should consult their tax advisors about the U.S. federal income tax consequences of the acquisition, ownership and disposition of our common stock.
Distributions
. So long as we qualify as a REIT, the distributions that we make to our taxable U.S. stockholders out of current or
accumulated earnings and profits that we do not designate as capital gain dividends will generally be taken into account by such stockholders as ordinary income and will not be eligible for the dividends received deduction for corporations. With
limited exceptions, our dividends are not eligible for taxation at the preferential income tax rates for qualified dividends received by U.S. stockholders that are individuals, trusts and estates from taxable C corporations. Such stockholders,
however, are taxed at the preferential rates on dividends designated by and received from REITs to the extent that the dividends are attributable to:
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income retained by the REIT in the prior taxable year on which the REIT was subject to corporate level income tax (less the amount of tax);
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dividends received by the REIT from TRSs or other taxable C corporations; or
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income in the prior taxable year from the sales of
“built-in
gain” property acquired by the REIT from C corporations in carryover basis transactions (less the amount of
corporate tax on such income).
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Distributions that we designate as capital gain dividends will generally be taxed to our
U.S. stockholders as long-term capital gains, to the extent that such distributions do not exceed our actual net capital gain for the taxable year, without regard to the period for which the stockholder that receives such distribution has held its
stock. We may elect to retain and pay taxes on some or all of our net long-term capital gains, in which case we may elect to apply provisions of the Code, which treat our U.S. stockholders as having received, solely for tax purposes, our
undistributed capital gains, and the stockholders as receiving a corresponding credit for taxes that we paid on such undistributed capital gains. See “Taxation of The GEO Group, Inc.—Annual Distribution Requirements.” Corporate
stockholders may be required to treat up to 20% of some capital gain dividends as ordinary income. Long-term capital gains are generally taxable at reduced maximum U.S. federal rates in the case of U.S. stockholders that are individuals, trusts and
estates, and ordinary income rates in the case of U.S. stockholders that are corporations. Capital gains attributable to the sale of depreciable real property held for more than 12 months are subject to a 25% maximum U.S. federal income tax rate for
taxpayers who are taxed as individuals, to the extent of previously claimed depreciation deductions.
Distributions in excess of our
current and accumulated earnings and profits will generally represent a return of capital and will not be taxable to a stockholder to the extent that the amount of such distributions does not exceed the adjusted basis of the stockholder’s
shares in respect of which the distributions were made. Rather, the distribution will reduce the adjusted basis of the stockholder’s shares. To the extent that such distributions exceed the adjusted basis of a stockholder’s shares, the
stockholder generally must include such distributions in income as long-term capital gain if the shares have been held for more than one year, or short-term capital gain if the shares have been held for one year or less. In addition, any dividend
that we declare in October, November or December of any year and that is payable to a stockholder of record on a specified date in any such month will be treated as both paid by us and received by the stockholder on December 31 of such year,
provided that we actually pay the dividend before the end of January of the following calendar year.
To the extent that we have available
NOLs and capital losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. See “Taxation of The GEO Group, Inc.—Annual
Distribution Requirements.” Such losses, however, are not passed through to stockholders and do not offset income of stockholders from other sources, nor would such losses affect the character of any distributions that we make, which are
generally subject to tax in the hands of stockholders to the extent that we have current or accumulated earnings and profits.
Dispositions of Our Stock
. If a U.S. stockholder sells or disposes of shares of our stock, it will generally recognize gain or loss for
U.S. federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition and the stockholder’s adjusted tax basis in the shares of
stock. In general, capital gains recognized by individuals, trusts and estates upon the sale or disposition of our stock will be subject to reduced maximum U.S. federal income tax rates if the stock is held for more than one year, and will be taxed
at ordinary income rates if the stock is held for one year or less. Gains recognized by stockholders that are corporations are subject to U.S. federal income tax at ordinary income rates, whether or not such gains are classified as long-term capital
gains. Capital losses recognized by a stockholder upon the disposition of our stock that was held for more than one year at the time of disposition will be considered long-term capital losses, and are generally available only to offset capital gain
income of the stockholder but not ordinary income (except in the case of individuals, who may also offset up to $3,000 of ordinary income each year). In addition, any loss upon a sale or exchange of shares of our stock by a stockholder who has held
the shares for six months or less, after applying holding period rules, will be treated as a long-term capital loss to the extent of actual or deemed distributions that we make that are required to be treated by the stockholder as long-term capital
gain.
If an investor recognizes a loss upon a subsequent disposition of our stock or other securities in an amount that exceeds a
prescribed threshold, it is possible that the provisions of Treasury regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss-generating transaction to the IRS. These
regulations, though directed towards “tax shelters,” are broadly written and apply to transactions that would not typically be considered tax shelters. The Code imposes significant penalties for failure to comply with these requirements.
You should consult your tax advisor concerning any possible disclosure obligation with respect to the receipt or disposition of our stock or securities or transactions that we might undertake directly or indirectly. Moreover, you should be aware
that we and other participants in the transactions in which we are involved (including their advisors) might be subject to disclosure or other requirements pursuant to these regulations.
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Passive Activity Losses and Investment Interest Limitations
. Distributions that we
make and gains arising from the sale or exchange by a U.S. stockholder of our stock will not be treated as passive activity income. As a result, U.S. stockholders will not be able to apply any “passive losses” against income or gain
relating to our stock. To the extent that distributions we make do not constitute a return of capital, they will be treated as investment income for purposes of computing the investment interest limitation.
Taxation of
Non-U.S.
Stockholders
The following is a summary of certain U.S. federal income and estate tax consequences of the ownership and disposition of our stock applicable
to
non-U.S.
stockholders. A
“non-U.S.
stockholder” is any holder of our common stock that is neither a U.S. stockholder nor a partnership (or other entity or
arrangement treated as a partnership) for U.S. federal income tax purposes.
Ordinary Dividends
. The portion of dividends received
by
non-U.S.
stockholders that is (i) payable out of our earnings and profits, (ii) not attributable to our capital gains and (iii) not effectively connected with a U.S. trade or business of the
non-U.S.
stockholder, will be subject to U.S. withholding tax at the rate of 30%, unless reduced or eliminated by treaty. In general,
non-U.S.
stockholders will not be
considered to be engaged in a U.S. trade or business solely as a result of their ownership of our stock. In cases where the dividend income from a
non-U.S.
stockholder’s investment in our stock is, or is
treated as, effectively connected with the
non-U.S.
stockholder’s conduct of a U.S. trade or business, the
non-U.S.
stockholder generally will be subject to U.S.
federal income tax at graduated rates, in the same manner as U.S. stockholders are taxed with respect to such dividends. Such income must generally be reported on a U.S. income tax return filed by or on behalf of the
non-U.S.
stockholder. The income may also be subject to a branch profits tax at the rate of 30% (unless reduced or eliminated by treaty) in the case of a
non-U.S.
stockholder that is a corporation.
Non-Dividend
Distributions
. Unless our stock
constitutes a U.S. real property interest, or “USRPI” (discussed below in “—Dispositions of Our Stock,” distributions that we make that are not dividends out of our earnings and profits will not be subject to U.S. income
tax. If we cannot determine at the time a distribution is made whether or not the distribution will exceed current and accumulated earnings and profits, the distribution will be subject to withholding at the rate applicable to dividends. The
non-U.S.
stockholder may seek a refund from the IRS of any amounts withheld if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits. If our
stock constitutes a USRPI, as described below, distributions that we make in excess of the sum of (i) the stockholder’s proportionate share of our earnings and profits, plus (ii) the stockholder’s basis in its stock, will be
taxed under the Foreign Investment in Real Property Tax Act of 1980, as amended, or “FIRPTA,” at the rate of tax, including any applicable capital gains rates, that would apply to a U.S. stockholder of the same type (e.g., an individual or
a corporation, as the case may be), and the collection of the tax may be enforced by a refundable withholding tax at a rate of 15% of the amount by which the distribution exceeds the stockholder’s share of our earnings and profits.
Capital Gain Dividends
. Under FIRPTA, a distribution that we make to a
non-U.S.
stockholder, to
the extent attributable to gains from dispositions of USRPIs that we held directly or through pass-through subsidiaries, which we refer to as “USRPI capital gains,” will, except as described below, be considered effectively connected with
a U.S. trade or business of the
non-U.S.
stockholder and will be subject to U.S. income tax at the rates applicable to U.S. individuals or corporations, without regard to whether we designate the distribution
as a capital gain dividend. See above under “—Taxation of
Non-U.S.
Stockholders—Ordinary Dividends,” for a discussion of the consequences of income that is effectively connected with a U.S.
trade or business. We will be required to withhold tax equal to 35% of the maximum amount that could have been designated as a USRPI capital gains dividend. Distributions subject to FIRPTA may also be subject to a branch profits tax at the rate of
30% (unless reduced or eliminated by treaty) in the hands of a
non-U.S.
stockholder that is a corporation. A distribution is not a USRPI capital gains dividend if we held an interest in the underlying asset
solely as a creditor. Capital gain dividends received by a
non-U.S.
stockholder that are attributable to dispositions of our assets other than USRPIs are not subject to U.S. federal income or withholding tax,
unless (i) the gain is effectively connected with the
non-U.S.
stockholder’s U.S. trade or business, in which case the
non-U.S.
stockholder would be subject to
the same treatment as U.S. stockholders with respect to such gain, except that a
non-U.S.
stockholder that is a corporation may also be subject to a branch profits tax at the rate of 30% (unless reduced or
eliminated by treaty), or (ii) the
non-U.S.
stockholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a “tax home”
in the United States, in which case the
non-U.S.
stockholder will incur a 30% tax on his capital gains. We expect that a significant portion of our assets will be USRPIs.
A capital gain dividend that would otherwise have been treated as a USRPI capital gains dividend will not be so treated or be subject to
FIRPTA, and generally will not be treated as income that is effectively connected with a U.S. trade or business, and instead will be treated in the same manner as ordinary dividends (see “—Taxation of
Non-U.S.
Stockholders—Ordinary Dividends”), provided that (i) the dividend is received with respect to a class of stock that is regularly traded on an established securities market located in
the United States and (ii) the recipient
non-U.S.
stockholder does not own more than 10% of that class of stock at any time during the year ending on the date on which the dividend is received. We
anticipate that our common stock will continue to be “regularly traded” on an established securities exchange.
26
Dispositions of Our Stock
. Unless our stock constitutes a USRPI, a sale of our stock
by a
non-U.S.
stockholder generally will not be subject to U.S. taxation under FIRPTA. Our stock will not be treated as a USRPI if less than 50% of our assets throughout a prescribed testing period consist of
interests in real property located within the United States, excluding, for this purpose, interests in real property solely in a capacity as a creditor. We expect that 50% or more of our assets will consist of USRPIs.
Even if the foregoing 50% test is not met, our stock nonetheless will not constitute a USRPI if we are a “domestically controlled
qualified investment entity.” A domestically controlled qualified investment entity includes a REIT, less than 50% of value of which is held, directly or indirectly, by
non-U.S.
stockholders at all times
during a specified testing period (after applying certain presumptions regarding the ownership of our stock, as described in the Code). We believe that we are and will remain a domestically controlled qualified investment entity, and that a sale of
our stock should not be subject to taxation under FIRPTA. However, no assurance can be given that we are or will remain a domestically controlled qualified investment entity.
In the event that we are not a domestically controlled qualified investment entity, but our stock is “regularly traded,” as defined
by applicable Treasury regulations, on an established securities market, a
non-U.S.
stockholder’s sale of our common stock nonetheless also would not be subject to tax under FIRPTA as a sale of a USRPI,
provided that the selling
non-U.S.
stockholder held 10% or less of our outstanding common stock all times during a specified testing period. Our common stock is, and we expect that our common stock will
continue to be publicly traded.
If gain on the sale of our stock were subject to taxation under FIRPTA, the
non-U.S.
stockholder would be required to file a U.S. federal income tax return and would be subject to the same treatment as a U.S. stockholder with respect to such gain, subject to applicable alternative minimum
tax and a special alternative minimum tax in the case of
non-resident
alien individuals, and the purchaser of the stock could be required to withhold 15% of the purchase price and remit such amount to the IRS.
Gain from the sale of our stock that would not otherwise be subject to FIRPTA will nonetheless be taxable in the United States to a
non-U.S.
stockholder in two cases: (i) if the
non-U.S.
stockholder’s investment in our stock is effectively connected with a U.S. trade or business conducted by such
non-U.S.
stockholder, the
non-U.S.
stockholder will be subject to the same treatment as a U.S. stockholder with respect to such gain, except that a
non-U.S.
stockholder that is a corporation may also be subject to a branch profits tax at a rate of 30% (unless reduced or eliminated by treaty), or (ii) if the
non-U.S.
stockholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and has a “tax home” in the United States, the nonresident alien individual will be subject to a 30% tax on the
individual’s capital gain. In addition, if a
non-U.S.
stockholder disposes of such stock during the
30-day
period preceding the
ex-dividend
date of any dividend payment, and such
non-U.S.
stockholder acquires or enters into a contract or option to acquire our stock within 61 days of the first day
of such
30-day
period described above, and any portion of such dividend payment would, but for the disposition, be treated as USRPI capital gain to such
non-U.S.
stockholder under FIRPTA, then such
non-U.S.
stockholder will be treated as having USRPI capital gain in an amount that, but for the disposition, would have been treated as USRPI capital gain.
Special FIRPTA Rules
. Recently enacted amendments to FIRPTA create certain exemptions from FIRPTA and otherwise modify the application
of the foregoing FIRPTA rules for particular types of
non-U.S.
stockholders, including “qualified foreign pension funds” and their wholly owned foreign subsidiaries and certain widely held, publicly
traded “qualified collective investment vehicles.”
Non-U.S.
stockholders are urged to consult their tax advisors regarding the applicability of these or any other special FIRPTA rules to their
particular investment in our stock.
Estate Tax
. If our stock is owned or treated as owned by an individual who is not a citizen or
resident (as specially defined for U.S. federal estate tax purposes) of the United States at the time of such individual’s death, the stock will be includable in the individual’s gross estate for U.S. federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise, and may therefore be subject to U.S. federal estate tax.
Non-U.S.
stockholders are urged to consult their tax advisors regarding the U.S. federal, state, local and foreign income and other tax consequences of owning our stock.
Taxation of
Tax-Exempt
Stockholders
Tax-exempt
entities, including qualified employee pension and profit sharing trusts and individual
retirement accounts, generally are exempt from U.S. federal income taxation. Such entities, however, may be subject to tax on their unrelated business taxable income (“UBTI”). While some investments in real estate may generate UBTI, the
IRS has ruled that dividend distributions
27
from a REIT to a
tax-exempt
entity do not constitute UBTI. Based on that ruling, and provided that (i) a
tax-exempt
stockholder has not held our stock as “debt financed property” within the meaning of the Code (i.e., where the acquisition or holding of the property is financed through a borrowing by the
tax-exempt
stockholder) and (ii) our stock is not otherwise used in an unrelated trade or business, distributions that we make and income from the sale of our stock generally should not give rise to UBTI
to a
tax-exempt
stockholder.
Tax-exempt
stockholders that
are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from U.S. federal income taxation under sections 501(c)(7), (c)(9), (c)(17) and (c)(20) of the Code
are subject to different UBTI rules, which generally require such stockholders to characterize distributions that we make as UBTI.
In
certain circumstances, a pension trust that owns more than 10% of our stock could be required to treat a percentage of any dividends received from us as UBTI if we are a “pension-held REIT.” We will not be a pension-held REIT unless
(i) we are required to “look through” one or more of our pension trust stockholders in order to satisfy the REIT “closely-held” test and (ii) either (a) one pension trust owns more than 25% of the value of our stock or
(b) one or more pension trusts, each individually holding more than 10% of the value of our stock, collectively own more than 50% of the value of our stock. Certain restrictions regarding the ownership and transfer of our stock generally should
prevent a
tax-exempt
entity from owning more than 10% of the value of our stock and generally should prevent us from becoming a pension-held REIT.
Tax-exempt
stockholders are urged to consult their tax advisors regarding the U.S. federal, state, local and
foreign income and other tax consequences of owning our stock.
Other Tax Considerations
Legislative or Other Actions Affecting REITs
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS
and the Treasury. According to publicly released statements, a top legislative priority of the new Congress and administration may be to enact significant reform of the Code, including significant changes to taxation of business entities and the
deductibility of interest expense and capital investment. There is a substantial lack of clarity around the likelihood, timing and details of any such tax reform and the impact of any potential tax reform on us or an investment in our stock. Any
such changes to the U.S. federal tax laws and interpretations thereof , with or without retroactive application, could materially and adversely affect an investment in our common stock or us. We cannot predict how changes in the tax laws might
affect our investors or us. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the U.S. federal income tax consequences to our
investors and us of such qualification. You are urged to consult with your tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our common
stock.
Medicare 3.8% Tax on Investment Income
Certain U.S. stockholders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8%
Medicare tax on all or a portion of their “net investment income,” which includes dividends received from us and capital gains from the sale or other disposition of our common stock.
Foreign Account Tax Compliance Act
Under the Foreign Account Tax Compliance Act, or “FATCA,” withholding at a rate of 30% generally will be required on dividends in
respect of, and, after December 31, 2018, gross proceeds from the sale of, shares of our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with
the Treasury to report, on an annual basis, information with respect to shares in, and accounts maintained by, the institution to the extent such shares or accounts are held by certain U.S. persons and by certain
non-U.S.
entities that are wholly or partially owned by U.S. persons and to withhold on certain payments. Accordingly, the entity through which our common stock is held will affect the determination of whether
such withholding is required. Similarly, dividends in respect of, and, after December 31, 2018, gross proceeds from the sale of, shares of our common stock held by an investor that is a
non-financial
non-U.S.
entity which does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us that such entity does not have any
“substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which we or the applicable withholding agent will in turn provide to the Secretary of
the Treasury. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. We will not pay any additional amounts to stockholders in
respect of any amounts withheld.
Non-U.S.
stockholders are encouraged to consult their tax advisors regarding the possible implications of the legislation on their investment in our common stock.
28
State, Local and Foreign Taxes
We and our subsidiaries and stockholders may be subject to state, local or foreign taxation in various jurisdictions including those in which
we or they transact business, own property or reside. Our state, local or foreign tax treatment and that of our stockholders may not conform to the U.S. federal income tax treatment discussed above. Any foreign taxes that we incur do not pass
through to stockholders as a credit against their U.S. federal income tax liability. Prospective investors should consult their tax advisors regarding the application and effect of state, local and foreign income and other tax laws on an investment
in our stock.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
|
Item 14.
|
Other Expenses of Issuance and Distribution.
|
The following table
sets forth the costs and expenses, other than underwriting discounts and commissions, if any, all of which will be paid by the registrant, in connection with the offering of the securities being registered. All amounts are estimated, except the SEC
registration fee.
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|
|
|
|
|
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SEC registration fee
|
|
|
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*
|
|
FINRA fees
|
|
|
|
(1)
|
|
Legal fees and expenses
|
|
|
|
(1)
|
|
Accounting fees and expenses
|
|
|
|
(1)
|
|
Fees and expenses of qualification under state securities laws
|
|
|
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(1)
|
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Printing expenses
|
|
|
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(1)
|
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Rating agency fees
|
|
|
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(1)
|
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Trustee’s fees and expenses
|
|
|
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(1)
|
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Miscellaneous
|
|
|
|
(1)
|
|
Total
|
|
|
|
(1)
|
|
*
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The registrant is deferring payment of the registration fee in reliance of Rule 456(b) and Rule 457(r) under the Securities Act.
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(1)
|
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
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Item 15.
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Indemnification of Directors and Officers.
|
Registrants incorporated as
corporations in Florida
Florida Business Corporation Act
. Subsection (1) of Section 607.0850 of the Florida Business
Corporation Act (“Florida Corporate Law”) empowers a corporation to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he or she is or was
a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not,
of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
Subsection (2) of Section 607.0850 of the Florida
Corporate Law empowers a corporation to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid
in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any
appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be
made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Subsection (4) of Section 607.0850 of the Florida Corporate Law provides that any indemnification under subsection (1) or
subsection (2) of Section 607.0850, unless pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsection (1) or subsection (2) of Section 607.0850. Such determination shall be made, (a) by the board of directors
by a majority vote of a quorum consisting of directors who
II-1
were not parties to such proceeding; or (b) if such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the board of directors (in which
directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding; or (c) by independent legal counsel (i) selected by the board of directors prescribed in paragraph (a) or
the committee prescribed in paragraph (b); or (ii) if a quorum of the directors cannot be obtained for paragraph (a) and the committee cannot be designated under paragraph (b), selected by majority vote of the full board of directors (in
which directors who are parties may participate); or (d) by the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of
shareholders who were not parties to such proceeding.
Subsection (5) of Section 607.0850 indicates that the evaluation of the
reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. However, if the determination of permissibility is made by independent legal counsel, persons
specified by Subsection (4)(c) of Section 607.0850 shall evaluate the reasonableness of expenses and may authorize indemnification.
Section 607.0850 of the Florida Corporate Law further provides that to the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any proceeding referred to in subsection (1) of Section 607.0850 or subsection (2) of Section 607.0850, or in defense of any claim, issue, or matter
therein, he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith and that such expenses incurred by an officer or director in defending a civil or criminal proceeding may be paid by the
corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification by the
corporation pursuant to Section 607.0850. Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the board of directors deems appropriate.
The Florida Corporate Law further provides that the indemnification and advancement of expenses provided pursuant to Section 607.0850 are
not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or
agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute (a) a violation of the criminal law, unless the director, officer,
employee, or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director, officer, employee, or agent derived an improper
personal benefit; (c) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a
proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.
Subsection (8) of Section 607.0850 of the Florida Corporate Law provides that indemnification and advancement of expenses as
provided in Section 607.0850 shall continue as, unless otherwise provided when authorized or ratified, to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person, unless otherwise provided when authorized or ratified.
Subsection (9) of Section 607.0850 of
the Florida Corporate Law also provides that unless the corporation’s articles of incorporation provide otherwise, notwithstanding the failure of a corporation to provide indemnification, and despite any contrary determination of the board or
of the shareholders in the specific case, a director, officer, employee, or agent of the corporation who is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to
the circuit court, or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice that it considers necessary, may order indemnification and advancement of expenses, including expenses incurred in
seeking court-ordered indemnification or advancement of expenses, if it determines that (a) the director, officer, employee, or agent is entitled to mandatory indemnification under subsection (3) of Section 607.0850, in which case the
court shall also order the corporation to pay the director reasonable expenses incurred in obtaining court-ordered indemnification or advancement of expenses; (b) the director, officer, employee, or agent is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation of its power pursuant to subsection (7) of Section 607.0850; or (c) the director, officer, employee, or agent is fairly and reasonably entitled to
indemnification or advancement of expenses, or both, in view of all the relevant circumstances, regardless of whether such person met the standard of conduct set forth in subsection (1) of Section 607.0850, subsection (2) of
Section 607.0850, or subsection (7) of Section 607.0850.
Subsection (12) of Section 607.0850 stipulates that a
corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify the person against such liability under the provisions of Section 607.0850.
II-2
Amended Articles
. Article X of the Amended Articles provide that the Company shall
indemnify and shall advance expenses on behalf of its officers and directors to the fullest extent permitted by law as it presently exist or may hereafter by amended.
Bylaws
Amended Bylaws
. The
Company’s Amended Bylaws provide that the Company shall indemnify any person who was or is made a party to any proceeding by reason of the fact that he or she was or is a director or an officer of the corporation, or a director or an officer of
the corporation serving as a trustee or fiduciary of an employee benefit plan of the corporation and the board of directors may indemnify any employee of the corporation with respect to such circumstances by resolution, against any liability
incurred in connection with such proceeding, including an appeal thereof. The corporation shall pay reasonable expenses, on a conditional basis, in advance of final disposition subject to the provisions of applicable law. The Company’s Amended
Bylaws further provide that such right of indemnification shall not be exclusive of any right to which any director, officer, employee, agent or controlling shareholder of the Company may be entitled as a matter of law.
GEO Transport, Inc.’s bylaws provide that any person made, or threatened to be made, a party to any threatened, pending, or contemplated
action or proceeding, whether civil, criminal, administrative, or investigative, arising out of or related to such person’s service as a director, officer, employee, or agent of GEO Transport, Inc. (or arising out of or related to such
person’s service with respect to any other corporation or other enterprise in any such capacity at the request of GEO Transport, Inc.), shall be indemnified by GEO Transport, Inc., and GEO Transport, Inc. may advance to such person related
expenses incurred in defense of such action, to the fullest extent permitted by applicable law. For purposes of this paragraph, “person” shall include such person’s heirs and personal representatives.
GEO Corrections Holdings, Inc.’s bylaws provide that any person made, or threatened to be made, a party to any threatened, pending, or
contemplated action or proceeding, whether civil, criminal, administrative, or investigative, arising out of or related to such person’s service as a director, officer, employee, or agent of GEO Corrections Holdings, Inc. (or arising out of or
related to such person’s service with respect to any other corporation or other enterprise in any such capacity at the request of GEO Corrections Holdings, Inc.), shall be indemnified by GEO Corrections Holdings, Inc., and GEO Corrections
Holdings, Inc. may advance to such person related expenses incurred in defense of such action, to the fullest extent permitted by applicable law. For purposes of this paragraph, “person” shall include such person’s heirs and personal
representatives.
Protocol Criminal Justice, Inc.’s bylaws provide that each person who is or was a director or officer of Protocol
Criminal Justice, Inc. shall be indemnified to the fullest extent permitted or authorized by current or future legislation or judicial or administrative decision against all fines, liabilities, costs and expenses, including attorneys’ fees,
arising out of his or her status as a director, officer, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. Protocol Criminal
Justice, Inc. may maintain insurance, at its expense, to protect itself and all officers and directors against fines, liabilities, costs and expenses, whether or not Protocol Criminal Justice, Inc. would have the legal power to indemnify them
directly against such liability. Protocol Criminal Justice, Inc. shall pay in advance of the final disposition of a civil or criminal proceeding the costs, charges and expenses (including attorneys’ fees) incurred by such person for such
proceedings upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by Protocol Criminal Justice, Inc.
GEO Operations, Inc.’s
By-laws
provide that any person made, or threatened to be made, a party to
any threatened, pending, or contemplated action or proceeding, whether civil, criminal, administrative, or investigative, arising out of or related to such person’s service as a director, officer, employee, or agent of GEO Operations, Inc. (or
arising out of or related to such person’s service with respect to any other corporation or other enterprise in any such capacity at the request of GEO Operations, Inc.), shall be indemnified by GEO Operations, Inc., and GEO Operations, Inc.
may advance to such person related expenses incurred in defense of such action, to the fullest extent permitted by applicable law. For purposes hereof, “person” shall include such person’s heirs and personal representatives.
Registrants formed as limited liability companies in Florida
Section 608.4229 of the Florida Limited Liability Company Act (“FLLCA”) permits, but does not require, subject to standards and
restrictions, if any, in its articles of organization or operating agreement, a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. However,
indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer,
II-3
employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee, or agent were material
to the cause of action so adjudicated and constitute any of the following: (a) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful;
(b) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (c) in the case of a manager or managing member, a circumstance under which the liability attaches for
unlawful distribution; and (d) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a
proceeding by or in the right of a member.
GEO Leasing, LLC’s Operating Agreement, as amended, provides that each manager, an
officer, and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by GEO Leasing, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred
or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be
threatened, in connection with the acquisition of property or assets by GEO Leasing, LLC, the disposition of liability of GEO Leasing, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and
presentation of a defense or response to any claim, action, suit or proceeding shall be paid by GEO Leasing, LLC; provided, however, that any indemnity under this paragraph shall be provided out of and to the extent of GEO Leasing, LLC assets only,
and neither the member nor any manager nor any other person shall have any personal liability on account thereof.
GEO Corrections and
Detention, LLC’s Operating Agreement provides that each manager, an officer, and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by GEO Corrections and Detention, LLC to the fullest
extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in
connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by GEO Corrections and Detention, LLC, the disposition of liability of GEO Corrections
and Detention, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by GEO Corrections and
Detention, LLC; provided, however, that any indemnity under this paragraph shall be provided out of an to the extent of GEO Corrections and Detention, LLC assets only, and neither the member nor any manager nor any other person shall have any
personal liability on account thereof.
GEO Reentry Services, LLC’s Operating Agreement provides that each manager, an officer, and
the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by GEO Reentry Services, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or
paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be
threatened, in connection with the acquisition of property or assets by GEO Reentry Services, LLC, the disposition of liability of GEO Reentry Services, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with
the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by GEO Reentry Services, LLC; provided, however, that any indemnity under this paragraph shall be provided out of an to the extent of
GEO Reentry Services, LLC assets only, and neither the member nor any manager nor any other person shall have any personal liability on account thereof.
Cornell Abraxas Group OS, LLC’s Operating Agreement provides that each manager, an officer, and the member, each of the foregoing persons
referred to as a “Covered Person,” shall be indemnified by Cornell Abraxas Group OS, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees,
costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition
of property or assets by Cornell Abraxas Group OS, LLC, the disposition of liability of Cornell Abraxas Group OS, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a
defense or response to any claim, action, suit or proceeding shall be paid by Cornell Abraxas Group OS, LLC; provided, however, that any indemnity under this paragraph shall be provided out of an to the extent of Cornell Abraxas Group OS, LLC assets
only, and neither the member nor any manager nor any other person shall have any personal liability on account thereof.
Registrants incorporated as
corporations in Delaware
Delaware General Corporation Law
. Section 145(a) of the Delaware General Corporation Law (the
“DGCL”) provides that a Delaware corporation, such as GEO Acquisition II, Inc., GEO Holdings I, Inc., Cornell Companies, Inc., Cornell Corrections of Texas, Inc., Cornell Corrections of Rhode Island, Inc., Cornell Abraxas Group, Inc., BII
Holding Corporation, BII Holding I Corporation, Behavioral Holding Corp., Behavioral Acquisition Corp., GEO/DEL/R/02, Inc., GEO International Services, Inc., GEO/DEL/T/02, Inc., GEO Reentry, Inc., GEO CC1, Inc., GEO Detention Services, Inc., GEO
CC3, Inc., BI Mobile Breath, Inc., and
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Community Education Centers, Inc. may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses
(including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent
that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Further subsections of DGCL Section 145 provide that:
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to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith;
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the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and
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the corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out
of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
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As used in this Item 15, the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether or
not by or in the right of Registrant, and whether civil, criminal, administrative, investigative or otherwise.
Section 145 of the
DGCL makes provision for the indemnification of officers and directors in terms sufficiently broad to indemnify officers and directors of each of the registrants incorporated in Delaware under certain circumstances from liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Act”). Each of the registrants incorporated in Delaware may, in their discretion, similarly indemnify their employees and agents. The Bylaws of
each of the registrants incorporated in Delaware provide, in effect, that, to the fullest extent and under the circumstances permitted by Section 145 of the DGCL, each of the registrants incorporated in Delaware will indemnify any and all of
its officers, directors, employees and agents. In addition, the Certificate of Incorporation of each of the registrants incorporated in Delaware relieves its directors from monetary damages to it or its stockholders for breach of such
director’s fiduciary duty as a director to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary
damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or
negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (v) for any transactions from which the director derived an improper personal benefit.
Registrants formed as limited liability companies in Delaware
Section 18-108
of the Delaware Limited Liability Company Act provides that, subject to such
standards and restrictions, if any, as are set forth in its limited liability company agreement, a Delaware limited liability company, such as Correctional Services
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Corporation, LLC, Correctional Properties Prison Finance LLC, CPT Limited Partner, LLC, Public Properties Development and Leasing LLC, GEO RE Holdings LLC, Cornell Corrections Management, LLC,
CCG I, LLC, Correctional Systems, LLC, MCF GP, LLC, GEO MCF LP, LLC, Cornell Companies of California OS, LLC, Cornell Companies of Texas OS, LLC, Cornell Interventions OS, LLC, WBP Leasing, LLC, Correctional Properties, LLC, Highpoint Investments,
LLC, GEO Care LLC, Clearstream Development LLC, CEC Parent Holdings LLC, CEC Intermediate Holdings LLC, CCMAS LLC and Broad Real Estate Holdings, LLC and has the power to, indemnify and hold harmless any member or manager or other person from and
against any and all claims and demands whatsoever.
Correctional Properties Prison Finance LLC’s operating agreement provides that,
to the fullest extent provided by applicable law, a member, special member, officer, director, employee or agent of Correctional Properties Prison Finance LLC and any employee, representative, agent or affiliate of the member or special member shall
be entitled to indemnification for any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of Correctional Properties Prison Finance LLC and in a manner
reasonably believed to be within the scope of the authority conferred on such person, except for any loss, damage or claim incurred by such person by reason of such person’s gross negligence or willful misconduct with respect to such acts or
omissions. To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by such person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by Correctional Properties
Prison Finance LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by Correctional Properties Prison Finance of an undertaking by or on behalf of such person to repay such amount if it shall be
determined that such person is not entitled to be indemnified.
CPT Limited Partner, LLC’s operating agreement provides that CPT
Limited Partner, LLC shall indemnify and hold harmless its member, officers and employees, and the affiliates of each of the foregoing, to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or
paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by such person in connection with any claim, action suit or proceeding in which such person becomes involved as a party or
otherwise, or with which such person shall be threatened, in connection with the conduct of CPT Limited Partner, LLC’s affairs. Expenses incurred by any such person in connection with the preparation and presentation of a defense or response to
any claims covered hereby shall be paid by CPT Limited Partner, LLC. Such right of indemnity shall apply with respect to all actions taken by such person which they believe to be in the best interest of CPT Limited Partner, LLC in accordance with
the business judgment rule, other than actions which constitute willful misconduct or gross negligence.
Public Properties Development and
Leasing LLC’s operating agreement provides that Public Properties Development and Leasing LLC shall indemnify and hold harmless its member, officers and employees, and the affiliates of each of the foregoing, to the fullest extent permitted by
law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by such person in connection with any claim,
action suit or proceeding in which such person becomes involved as a party or otherwise, or with which such person shall be threatened, in connection with the conduct of Public Properties Development and Leasing LLC’s affairs. Expenses incurred
by any such person in connection with the preparation and presentation of a defense or response to any claims covered hereby shall be paid by Public Properties Development and Leasing LLC. Such right of indemnity shall apply with respect to all
actions taken by such person which they believe to be in the best interest of CPT Limited Partner, LLC in accordance with the business judgment rule, other than actions which constitute willful misconduct or gross negligence.
GEO RE Holdings LLC’s operating agreement is silent with respect to indemnification. However, see the discussion regarding
indemnification provisions in the Delaware Limited Liability Company Act.
Correctional Services Corporation, LLC’s Operating
Agreement provides that each manager, an officer, and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by Correctional Services Corporation, LLC to the fullest extent permitted by law
against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim,
action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by Correctional Services Corporation, LLC, the disposition of liability of Correctional Services Corporation, LLC
or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Correctional Services Corporation, LLC.
Cornell Corrections Management, LLC’s Operating Agreement provides that each manager, an officer, and the member, each of the
foregoing persons referred to as a “Covered Person,” shall be indemnified by Cornell Corrections Management, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid,
including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in
connection with the acquisition of property or assets by Cornell Corrections Management, LLC, the disposition of liability of Cornell Corrections Management, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection
with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Cornell Corrections Management, LLC.
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CCG I, LLC’s Operating Agreement provides that each manager, officer, and the member
(each of the foregoing persons referred to as a “Covered Person”) shall be indemnified by CCG I, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including
attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in
connection with the acquisition of property or assets by CCG I, LLC, the disposition of liability of CCG I, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense
or response to any claim, action, suit or proceeding shall be paid by CCG I, LLC.
Correctional Systems, LLC’s Operating Agreement
provides that each manager, an officer, and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by Correctional Systems, LLC to the fullest extent permitted by law against losses, judgments,
liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding
in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by Correctional Systems, LLC, the disposition of liability of Correctional Systems, LLC or the conduct of its business. Expenses incurred by
any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Correctional Systems, LLC.
WBP Leasing, LLC’s Operating Agreement provides that each manager, an officer, and the member, each of the foregoing persons referred to
as a “Covered Person,” shall be indemnified by WBP Leasing, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts
paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by
WBP Leasing, LLC, the disposition of liability of WBP Leasing, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or
proceeding shall be paid by WBP Leasing, LLC.
MCF GP, LLC’s Operating Agreement provides that each manager, an officer, and the
member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by MCF GP, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including
attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in
connection with the acquisition of property or assets by MCF GP, LLC, the disposition of liability of MCF GP, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a
defense or response to any claim, action, suit or proceeding shall be paid by MCF GP, LLC.
GEO MCF LP, LLC’s Operating Agreement
provides that each manager, an officer, and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by GEO MCF LP, LLC to the fullest extent permitted by law against losses, judgments, liabilities,
expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such
Covered Person shall be threatened, in connection with the acquisition of property or assets by GEO MCF LP, LLC, the disposition of liability of GEO MCF LP, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection
with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by GEO MCF LP, LLC.
Cornell Companies of California OS, LLC’s Operating Agreement provides that each manager, an officer, and the member, each of the
foregoing persons referred to as a “Covered Person,” shall be indemnified by Cornell Companies of California OS, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid,
including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in
connection with the acquisition of property or assets by Cornell Companies of California OS, LLC, the disposition of liability of Cornell Companies of California OS, LLC or the conduct of its business. Expenses incurred by any Covered Person in
connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Cornell Companies of California OS, LLC.
Cornell Companies of Texas OS, LLC’s Operating Agreement provides that each manager, an officer, and the member, each of the foregoing
persons referred to as a “Covered Person,” shall be indemnified by Cornell Companies of Texas OS, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including
attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any
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claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by Cornell Companies of Texas OS, LLC, the disposition
of liability of Cornell Companies of Texas OS, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be
paid by Cornell Companies of Texas OS, LLC.
Cornell Interventions OS, LLC’s Operating Agreement provides that each manager, an
officer, and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by Cornell Interventions OS, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and
amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered
Person shall be threatened, in connection with the acquisition of property or assets by Cornell Interventions OS, LLC, the disposition of liability of Cornell Interventions OS, LLC or the conduct of its business. Expenses incurred by any Covered
Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Cornell Interventions OS, LLC.
Correctional Properties, LLC’s Operating Agreement provides that each manager, officer, and the member, each of the foregoing persons
referred to as a “Covered Person,” shall be indemnified by Correctional Properties, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees,
costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition
of property or assets by Correctional Properties, LLC, the disposition of liability of Correctional Properties, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a
defense or response to any claim, action, suit or proceeding shall be paid by Correctional Properties, LLC.
Highpoint Investments
LLC’s Operating Agreement provides that each manager, officer, and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by Highpoint Investments LLC to the fullest extent permitted by law
against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim,
action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by Highpoint Investments LLC, the disposition of liability of Highpoint Investments LLC or the conduct of its
business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Highpoint Investments LLC.
GEO Care, LLC’s Operating Agreement provides that each manager, officer, and the member, each of the foregoing persons referred to as a
“Covered Person,” shall be indemnified by GEO Care, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by GEO
Care, LLC, the disposition of liability of GEO Care, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding
shall be paid by GEO Care, LLC.
Clearstream Development, LLC’s Operating Agreement provides that each manager, officer, and the
member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by Clearstream Development, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or
paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be
threatened, in connection with the acquisition of property or assets by Clearstream Development, LLC, the disposition of liability of Clearstream Development, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection
with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Clearstream Development, LLC.
CEC Parent Holdings, LLC’s Third Amended and Restated Operating Agreement provides that no officer, manager, member, any of the
respective affiliates of the foregoing or any of the respective shareholders, officers, directors, partners, members, managers, employees and agents of the foregoing, in each case, in their capacities as such (collectively, the “Covered
Persons”), shall be liable to CEC Parent Holdings, LLC, the member or to any other person for any act or omission taken or suffered by such Covered Person in good faith and in the belief that such act or omission was in or was not opposed to
the best interests of CEC Parent Holdings, LLC; provided, however, that such act or omission did not constitute fraud or willful misconduct. No Covered Person shall be liable to CEC Parent Holdings, LLC, the member or any other person for any action
taken by the member, nor shall any Covered Person be liable to CEC Parent Holdings, LLC, the member or any other person for any action of any employee or agent of the Covered Person that does not meet the requirements for exculpation set forth in
the preceding sentence, so long as the Covered Person seeking exculpation meets such requirements.
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CEC Intermediate Holdings LLC’s Operating Agreement provides that each person who was
or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or she is or was a managing member or an
officer of CEC Intermediate Holdings LLC, or is or was serving at the request of CEC Intermediate Holdings LLC as a manager, director, officer, employee, or agent of another limited liability company or of a corporation, partnership, joint venture,
trust, or other enterprise, including a service with respect to an employee benefit plan, whether the basis of such a proceeding is alleged action in an official capacity as a managing member, officer, employee, or agent of CEC Intermediate Holdings
LLC or in any other capacity while serving as a managing member, officer, employee or agent of CEC Intermediate Holdings LLC, shall be indemnified and held harmless by CEC Intermediate Holdings LLC to the fullest extent permitted by law (including
indemnification for negligence or gross negligence but excluding indemnification (i) for acts or omissions involving actual fraud or willful misconduct or (ii) with respect to any transaction from which the indemnitee derived an improper
personal benefit), against all expense, liability, and loss (including reasonable attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection
therewith.
CCMAS, LLC’s Amended and Restated Operating Agreement provides that each manager, officer and the member, each of the
foregoing persons referred to as a “Covered Person,” shall be indemnified by CCMAS, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees,
costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition
of property or assets by CCMAS, LLC, the disposition of liability of CCMAS, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim,
action, suit or proceeding shall be paid by CCMAS, LLC.
Registrant organized as a limited partnership in Delaware
The Amended and Restated Agreement of Limited Partnership of Municipal Corrections Finance, LP provides that no general partner or manager or
officer of the general partner or of the partnership (collectively “Indemnified Persons” or singularly “Indemnified Person”) shall have any liability to the partnership or the partners for any loss sustained or liabilities
incurred as a result of any act or omission of such Indemnified Person if (1) the Indemnified Person acted in good faith in a manner he, she or it reasonably believed to be in, or not opposed to, the interests of the partnership, and
(2) the conduct of the Indemnified Person did not constitute actual fraud, gross negligence, bad faith or willful misconduct. The partnership shall indemnify an Indemnified Person from and against any and all losses, claims, damages,
liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or
investigative, that relate to the operations of the partnership as set forth in the agreement in which an Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, regardless of whether arising from any act or
omission which constituted the sole, partial or concurrent negligence (whether active or passive) of the Indemnified Person, if (1) the Indemnified Person acted in good faith in a manner he, she or it reasonably believed to be in, or not
opposed to, the interests of the partnership and (2) the conduct of the Indemnified Person did not constitute actual fraud, gross negligence, bad faith or willful misconduct. The termination of any proceeding by judgment, order or settlement
does not create a presumption that the Indemnified Person did not meet the requisite standard of conduct set forth in this paragraph. The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of
an order of probation prior to judgment, creates a rebuttable presumption that the Indemnified Person acted in a manner contrary to that specified in this paragraph. Any indemnification pursuant to this paragraph shall be made only out of the assets
of the partnership, including insurance proceeds, if any, and not from the assets of any partner, provided, however, that to the fullest extent permitted by law, indemnity under this paragraph shall not constitute a claim against the partnership in
the event that the partnership’s cash flow is insufficient to pay its obligations. The indemnification provided by this paragraph shall be in addition to any other rights to which the Indemnified Person may be entitled under any agreement, as a
matter of law or otherwise.
Section 17-107
of the Delaware Revised Uniform Limited
Partnership Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership, such as CPT Operating Partnership LP and Municipal Corrections Finance, LP, and has the power
to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.
CPT Operating
Partnership LP’s limited partnership agreement provides that, to the fullest extent permitted by Delaware law, CPT Operating Partnership LP shall indemnify the general partner and its affiliates and any person acting on their behalf from and
against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, reasonable attorneys’ fees and other legal fees and expenses), judgments, fines settlements and other amounts arising from any
and all claims, demands, actions, suite or proceedings, civil, criminal, administrative or investigative, that relate to the operations of CPT Operating Partnership LP in which such person may be involved, or is threatened to be involved, as a party
or otherwise, except to the extent it is finally determined by a court of competent jurisdiction, from which no further appeal may be taken, that such person’s action constituted intentional acts or omissions constituting willful misconduct or
fraud. Reasonable expenses incurred by such person who is a party to a proceeding shall be paid or reimbursed by CPT Operating Partnership LP in advance of the final disposition of the proceeding. Such right of indemnification shall not be exclusive
of any right to which any such person may be entitled as a matter of law.
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Registrant organized as a corporation in Alaska
Alaska statute Sec. 10.06.490 provides that a corporation, such as Cornell Corrections of Alaska, Inc. and GEO Reentry Services of Alaska,
Inc., may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the
corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise. Indemnification may include reimbursement of expenses, attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the
action or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, the person had no
reasonable cause to believe the conduct was unlawful. The termination of an action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not create a presumption that the person did not
act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to a criminal action or proceeding, the person had reasonable cause to believe that the
conduct was unlawful. (b) A corporation may indemnify a person who was, is, or is threatened to be made a party to a completed, pending, or threatened action by or in the right of the corporation to procure a judgment in its favor by reason of
the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise. Indemnification may include reimbursement for expenses and attorney fees actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made in respect of any claim, issue, or matter as to which the person has been adjudged to be liable for negligence or
misconduct in the performance of the person’s duty to the corporation except to the extent that the court in which the action was brought determines upon application that, despite the adjudication of liability, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for expenses that the court considers proper. (c) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise
in defense of an action or proceeding referred to in (a) or (b) of this section, or in defense of a claim, issue, or matter in the action or proceeding, the director, officer, employee, or agent shall be indemnified against expenses and
attorney fees actually and reasonably incurred in connection with the defense. (d) Unless otherwise ordered by a court, indemnification under (a) or (b) of this section may only be made by a corporation upon a determination that
indemnification of the director, officer, employee, or agent is proper in the circumstances because the director, officer, employee, or agent has met the applicable standard of conduct set out in (a) and (b) of this section. The determination
shall be made by (1) the board by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding; or (2) independent legal counsel in a written opinion if a quorum under (1) of this subsection is
(A) not obtainable; or (B) obtainable but a majority of disinterested directors so directs; or (3) approval of the outstanding shares. (e) The corporation may pay or reimburse the reasonable expenses incurred in defending a civil
or criminal action or proceeding in advance of the final disposition in the manner provided in (d) of this section if (1) in the case of a director or officer, the director or officer furnishes the corporation with a written affirmation of
a good faith belief that the standard of conduct described in AS 10.06.450 (b) or 10.06.483(e) has been met; (2) the director, officer, employee, or agent furnishes the corporation a written unlimited general undertaking, executed personally or
on behalf of the individual, to repay the advance if it is ultimately determined that an applicable standard of conduct was not met; and (3) a determination is made that the facts then known to those making the determination would not preclude
indemnification under this chapter. (f) The indemnification provided by this section is not exclusive of any other rights to which a person seeking indemnification may be entitled under a bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in the official capacity of the person and as to action in another capacity while holding the office. The right to indemnification continues as to a person who has ceased to be a director, officer,
employee, or agent, and inures to the benefit of the heirs, executors, and administrators of the person. (g) A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and
incurred by the person in that capacity, or arising out of that status, whether or not the corporation has the power to indemnify the person against the liability under the provisions of this section.
Articles of Incorporation
. Cornell Corrections of Alaska, Inc.’s Articles of Incorporation provide that Directors of Cornell
Corrections of Alaska, Inc. shall not be personally liable to Cornell Corrections of Alaska, Inc. or its shareholders for monetary damages for acts or omissions that occur after the effective date of the Articles of Incorporation for the breach of
their fiduciary duty as a Director, provided, however, that such exemption from liability shall not apply to (i) a breach of a Director’s duty of loyalty to the Corporation or its shareholders; (ii) acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law; (iii) willful or negligent conduct involved in the payment of dividends or the repurchase of stock from other than lawfully available funds; or (iv) a transaction from
which the Director derived improper personal benefit.
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Cornell Corrections of Alaska, Inc.’s bylaws are silent with respect to
indemnification. However, see the discussion regarding indemnification provisions in the Alaska statutes.
GEO Reentry Services of Alaska,
Inc.’s bylaws provide that GEO Reentry Services of Alaska, Inc. shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or a person for whom such person is the legal representative,
is or was a director or officer of GEO Reentry Services of Alaska, Inc. or, while a director or officer of GEO Reentry Services of Alaska, Inc., is or was serving at the written request of GEO Reentry Services of Alaska, Inc. as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including
attorneys’ fees) reasonably incurred by such indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of Article VI, GEO Reentry Services of Alaska, Inc. shall be required to indemnify an indemnitee in
connection with a proceeding (or part thereof) commenced by such indemnitee only if the commencement of such proceeding (or part thereof) by the indemnitee was authorized by the board of directors.
Registrant organized as a corporation in California
California General Corporation Law
. Section 317 of the California General Corporation Law (“CAGCL”) authorizes a court to
award, or a corporation, such as Cornell Corrections of California, Inc., to grant, indemnity to officers, directors and other agents for reasonable expenses incurred in connection with the defense or settlement of an action by or in the right of
the corporation or in a proceeding by reason of the fact that the person is or was an officer, director, or agent of the corporation. Indemnity is available where the person party to a proceeding or action acted in good faith and in a manner
reasonably believed to be in the best interests of the corporation and its shareholders and, with respect to criminal actions, had no reasonable cause to believe his conduct was unlawful. To the extent a corporation’s officer, director or agent
is successful on the merits in the defense of any proceeding or any claim, issue or related matter, that person shall be indemnified against expenses actually and reasonably incurred. Under Section 317 of the CAGCL, expenses incurred in
defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of any undertaking by or on behalf of the officer, director, employee or agent to repay that amount if it is ultimately
determined that the person is not entitled to be indemnified. Indemnifications are to be made by a majority vote of a quorum of disinterested directors, or by approval of members not including those persons to be indemnified, or by the court in
which such proceeding is or was pending upon application made by either the corporation, the agent, the attorney, or other person rendering services in connection with the defense. The indemnification provided by Section 317 is not exclusive.
Bylaws
. Cornell Corrections of California, Inc.’s bylaws provide that Cornell Corrections of California, Inc. shall, to the
maximum extent permitted by the California General Corporation Law, have power to indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding
arising by reason of the fact that any such person is or was an agent of Cornell Corrections of California, Inc., and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted
by that law. “Agent” includes any person who is or was a director, officer, employee, or other agent of Cornell Corrections of California, Inc., or is or was serving at the request of Cornell Corrections of California, Inc. as a director,
officer, employee, or agent or another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of Cornell Corrections of California,
Inc. or of another enterprise serving at the request of such predecessor corporation.
Registrant organized as a corporation in Colorado
The Colorado Business Corporations Act
.
Section 7-109-101
et seq. of the Colorado Business Corporations Act empowers a Colorado corporation, such as B.I. Incorporated, to indemnify its directors,
officers, employees and agents under certain circumstances. A corporation must indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a
director, officer, employee, fiduciary or agent, against reasonable expenses incurred by him or her in connection with the proceeding. A corporation may indemnify a person made a party to a proceeding because the person is or was a director,
officer, employee, fiduciary or agent if the person conducted himself or herself in good faith and the person reasonably believed that his or her conduct was in or not opposed to the best interests of the corporation (or in the case of a criminal
proceeding, had a reasonable belief that his or her conduct was not unlawful), except that no indemnification is allowed in connection with a proceeding by or in the right of the corporation in which the person seeking indemnification was adjudged
to be liable to the corporation or in connection with any other proceeding in which the person was adjudged liable on the basis that he or she derived an improper personal benefit. A corporation may purchase and maintain insurance on behalf of a
person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of another domestic or foreign corporation or other person or an employee benefit plan,
against liability asserted against or incurred by the person in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify the person against
the same liability under
Section 7-109-101
et seq.
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Bylaws
. B.I. Incorporated’s bylaws are silent with respect to indemnification.
However, see the discussion regarding indemnification provisions in the Colorado statutes.
Registrants formed as limited liability companies in
Colorado
Section 7-80-104(1)(k)
of the Colorado
Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in
Section 7-80-407.
Under
Section 7-80-407,
a limited liability company shall
reimburse a member or manager for payments made, and indemnify a member or manager for liabilities incurred by the member or manager, in the ordinary conduct of the business of the limited liability company or for the preservation of its business or
property if such payments were made or liabilities incurred without violation of the member’s or manager’s duties to the limited liability company.
Community Corrections, LLC’s Operating Agreement provides that each manager, officer and the member, each of the foregoing persons
referred to as a “Covered Person,” shall be indemnified by Community Corrections, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees,
costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition
of property or assets by Community Corrections, LLC, the disposition of liability of Community Corrections, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense
or response to any claim, action, suit or proceeding shall be paid by Community Corrections, LLC.
Arapahoe County Residential Center,
LLC’s Operating Agreement provides that each manager, officer and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by Arapahoe County Residential Center, LLC to the fullest extent
permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection
with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by Arapahoe County Residential Center, LLC, the disposition of liability of Arapahoe County
Residential Center, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Arapahoe County
Residential Center, LLC.
Registrant organized as a corporation in Illinois
The Illinois Business Corporation Act
. Under Section 8.75 of the Illinois Business Corporation Act of 1983, (“ILBCA”), a
corporation, such as Cornell Interventions, Inc., may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect
to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including
attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses
which the court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to
indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the
best interests of the corporation. Section 8.75(f) of the ILBCA further provides that the indemnification and advancement of expenses provided by or granted under Section 8.75 shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another
capacity while holding such office.
Bylaws
. Cornell Interventions, Inc.’s bylaws provide that Cornell Interventions, Inc.
shall, to the fullest extent to which it is empowered to do so by The Illinois Business Corporation Act of 1983, as amended, or any other applicable laws as may from time to
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time be in effect, indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of Cornell Interventions, Inc.), or who is or was serving at the request of Cornell Interventions, Inc. as a director and/or officer of another corporation, partnership, joint
venture, trust or other enterprise, against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such
person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. Additionally, Cornell Interventions, Inc. shall to the fullest extent to which it is empowered to do so by The Illinois Business Corporation Act of 1983, or any other applicable laws as may from time to time be in effect, indemnify any
person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in a right of Cornell Interventions, Inc. to procure judgment in its favor by reason of the fact that such person is or
was a director and/or officer of the corporation, or is or was serving at the request of Cornell Interventions, Inc. as a director and/or officer of another corporation, partnership, joint venture, trust or other person in connection with the
defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, provided that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to Cornell Interventions, Inc., unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper.
Registrants incorporated as corporations in Massachusetts
Section 8.51 of the Massachusetts Business Corporation Act (“MBCA”) provides that a corporation may indemnify its directors
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred in connection with any litigation or other legal proceeding brought against any director by virtue of his position as a director
of the corporation unless he is deemed to have not acted in good faith in the reasonable belief that his action was in the best interest of the corporation. Section 8.52 of the MBCA provides that a corporation must indemnify a director who is
wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.
Section 8.56 of the MBCA provides that a corporation may indemnify its officers to the same extent as its directors and, for officers that are not directors, to the extent provided by (i) the articles of organization, (ii) the bylaws,
(iii) a vote of the board of directors or (iv) a contract. Section 8.57 of the MBCA authorizes a corporation to purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while
a director or officer of the corporation, serves at the corporation’s request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or
other entity, against liability asserted against or incurred by him in that capacity or arising from his status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to him against such liability.
Bylaws
CiviGenics, Inc.’s
By-laws
provide that except as otherwise provided in the
By-laws,
CiviGenics, Inc. shall indemnify to the fullest extent permitted by law an individual who is a party to a
proceeding because he or she is a director or officer against liability incurred in the proceeding if: (1)(i) he or she conducted himself or herself in good faith; and (ii) he or she reasonably believed that his or her conduct was in the best
interests of CiviGenics, Inc. or that his or her conduct was at least not opposed to the best interests of CiviGenics, Inc.; and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful; or (2) he or she engaged in conduct for which he or she shall not be liable under a provision of the Articles of Organization authorized by Section 2.02(b)(4) of the MBCA or any successor provision to such section. The
By-laws
further provides that a director’s or officer’s conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in, and the
beneficiaries of, the plan is conduct that satisfies the requirement that his or her conduct was at least not opposed to the best interests of Civigenics, Inc. The
By-laws
also provide that the termination of
a proceeding by judgement, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director or officer did not meet the relevant standard of conduct described in the
By-laws.
The
By-laws
also provide that unless ordered by a court, Civigenics, Inc. may not indemnify a director or officer under the
By-laws
if his or her conduct did not satisfy the standards set forth above.
Secon, Inc.’s
By-laws
provides that except as otherwise provided in the
By-laws,
Secon, Inc. shall indemnify to the fullest extent permitted by law an individual who is a party to a
proceeding because he or she is a director or officer against liability incurred in the proceeding if: (1)(i) he or she conducted himself or herself in good faith; and (ii) he or she reasonably believed that is or her conduct was in the best
interests of Secon, Inc. or that his or her conduct was at least not opposed to the best interest of Secon, Inc.; and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or
(2) he
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or she engaged in conduct for which he or she shall not be liable under a provision of the Articles of Organization authorized by Section 2.02(b)(4) of the Massachusetts Business Corporation
Act or any successor provision to such section. The
By-laws
further provides that a director’s or officer’s conduct with respect to an employee benefit plan for a purpose he or she reasonably
believed to be in the interest of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that his or her conduct was at least not opposed to the best interests of Secon, Inc. The
By-laws
also provide that the termination of a proceeding by judgement, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director or
officer did not meet the relevant standard of conduct described in the
By-laws.
The
By-laws
also provide that unless ordered by a court, Secon, Inc. may not indemnify a
director or officer under the
By-laws
if his or her conduct did not satisfy the standards set forth above.
Registrants formed as limited liability companies in Massachusetts
Section 8 of the Massachusetts Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set
forth in its certificate of organization or a written operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and
demands whatsoever. Such indemnification may include payment by the limited liability company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt
of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under the section of the Massachusetts Limited Liability Company Act which undertaking may be accepted without
reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer a member or manager. No indemnification shall be provided for any person with respect to
any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the limited liability company. The certificate of organization or a written
operating agreement may eliminate or limit the personal liability of a member or manager for breach of any duty to the limited liability company or to another member or manager.
CiviGenics Management Services, LLC’s Operating Agreement provides that each manager, officer and the member, each of the foregoing
persons referred to as a “Covered Person,” shall be indemnified by CiviGenics Management Services, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including
attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in
connection with the acquisition of property or assets by CiviGenics Management Services, LLC, the disposition of liability of CiviGenics Management Services, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection
with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by CiviGenics Management Services, LLC.
Registrants formed as limited liability companies in New Jersey
Section 42:2C-38
of the Revised Uniform Limited Liability Company Act of New Jersey provides that
a limited liability company shall indemnify a person who is a member of a member-managed company, a manager of a manager-managed company, officer, employee or agent of the indemnifying company or of any constituent company, a company agent, against
expenses to the extent that the company agent is successful on the merits or otherwise in any proceeding brought against the company agent by reason of the company agent serving as a company agent or serving another enterprise at the request of the
limited liability company. A limited liability company shall indemnify a company agent against any debt, obligation, expense or other liability incurred by that company agent in the course of the company agent’s activities on behalf of the
limited liability company or another enterprise at the request of the limited liability company, if, in making the payment or incurring the debt, obligation, expense or other liability, the company agent complied with the duties stated in sections
of the act regarding limitations on distribution and standards of conduct for members and managers.
CEC Staffing Solutions, LLC’s
Amended and Restated Operating Agreement provides that each manager, officer and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by CEC Staffing Solutions, LLC to the fullest extent
permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection
with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by CEC Staffing Solutions, LLC, the disposition of liability of CEC Staffing Solutions, LLC or the
conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by CEC Staffing Solutions, LLC.
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Registrants formed as limited liability companies in Pennsylvania
Chapter 88, Subchapter D, Section 8848 of the Pennsylvania Uniform Limited Liability Company Law provides that a Pennsylvania limited
liability company, such as Minsec Companies, LLC, Minsec Treatment, LLC, Fenton Security, LLC, and ADAPPT, LLC, shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation or other
liability incurred by the person by reason of the person’s former or present capacity as a member or manager, if the claim, demand, debt, obligation or other liability does not arise from the person’s breach of the statutory provisions
relating to limitations on distributions, management of the limited liability company, standards of conduct for members or standards of conduct for managers. Such indemnification shall not be made in any case where the act giving rise to the claim
for indemnification is determined by a court to constitute recklessness, willful misconduct or a knowing violation of law.
Minsec
Companies, LLC’s Second Amended and Restated Operating Agreement provides that each manager, officer and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by Minsec Companies, LLC to the
fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered
Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by Minsec Companies, LLC, the disposition of liability of Minsec Companies,
LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Minsec Companies, LLC.
Minsec Treatment, LLC’s Second Amended and Restated Operating Agreement provides that each manager, officer and the member, each of the
foregoing persons referred to as a “Covered Person,” shall be indemnified by Minsec Treatment, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including
attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in
connection with the acquisition of property or assets by Minsec Treatment, LLC, the disposition of liability of Minsec Treatment, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and
presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Minsec Treatment, LLC.
Fenton Security,
LLC’s Operating Agreement provides that each manager, officer and the member, each of the foregoing persons referred to as a “Covered Person,” shall be indemnified by Fenton Security, LLC to the fullest extent permitted by law against
losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action,
suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by Fenton Security, LLC, the disposition of liability of Fenton Security, LLC or the conduct of its business. Expenses
incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be paid by Fenton Security, LLC.
ADAPPT, LLC’s Operating Agreement provides that each manager, officer and the member, each of the foregoing persons referred to as a
“Covered Person,” shall be indemnified by ADAPPT, LLC to the fullest extent permitted by law against losses, judgments, liabilities, expenses and amounts incurred or paid, including attorneys’ fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities, by the Covered Person in connection with any claim, action, suit or proceeding in which such Covered Person shall be threatened, in connection with the acquisition of property or assets by ADAPPT,
LLC, the disposition of liability of ADAPPT, LLC or the conduct of its business. Expenses incurred by any Covered Person in connection with the preparation and presentation of a defense or response to any claim, action, suit or proceeding shall be
paid by ADAPPT, LLC.
Registrants incorporated as corporations in Texas
Title 1, Chapter 8 of the Texas Business Organizations Code (“TBOC”) provides CiviGenics-Texas, Inc. broad powers and authority to
indemnify its directors and officers and to purchase and maintain insurance for such purposes. The TBOC provides that, subject to certain limitations, a corporation may indemnify a governing person, former governing person, or delegate who was, is,
or is threatened to be made a respondent in a proceeding, to the extent that it is determined that the person acted in good faith; that the person reasonably believed, in the case of conduct in the person’s official capacity, that the
person’s conduct was in the corporation’s best interests; and, in any other case, that the person’s conduct was not opposed to the corporation’s best interests; and in the case of a criminal proceeding, did not have a reasonable
cause to believe the person’s conduct was unlawful. With respect to expenses, the amount of expenses other than a judgment must be reasonable.
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Articles of Incorporation
CiviGenics-Texas, Inc.’s Articles of Incorporation provide that the liability of directors of CiviGenics-Texas, Inc. is eliminated to the
fullest extent permitted by the provisions of the Texas Business Corporation Act (“TBCA”) and by the provisions of the Texas Miscellaneous Corporation Laws Act, as the same may be amended and supplemented. The Articles of Incorporation
further provide that CiviGenics-Texas, Inc. shall, to the fullest extent permitted by the provisions of Article
2.02-1
of TBCA, as the same may be amended and supplemented, indemnify any and all persons whom
CiviGenics-Texas, Inc. shall have the power to indemnify under said article from and against any and all of the expenses, liabilities, or other matters referred to or covered by said article.
By-laws
CiviGenics-Texas, Inc.’s
By-laws
provides that except as otherwise provided in the
By-laws,
CiviGenics-Texas, Inc. shall indemnify to the fullest extent permitted by law an individual who is a party to a proceeding because he or she is a director or officer against liability incurred in the
proceeding if: (1)(i) he or she conducted himself or herself in good faith; and (ii) he or she reasonably believed that his or her conduct was in the best interests of CiviGenics-Texas, Inc. or that his or her conduct was at least not opposed
to the best interests of CiviGenics-Texas, Inc.; and (iii) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful; or (2) he or she engaged in conduct for which he or she shall
not be liable under a provision of the Articles of Incorporation authorized by the Texas Business Corporation Act or any successor provision. The
By-laws
further provides that a director’s or
officer’s conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement that his or her
conduct was at least not opposed to the best interests of CiviGenics-Texas, Inc. The
By-laws
also provide that the termination of a proceeding by judgement, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent, is not, of itself, determinative that the director or officer did not meet the relevant standard of conduct described in the
By-laws.
The
By-laws
also provide that unless ordered by a court, CiviGenics-Texas, Inc. may not indemnify a director or officer under the
By-laws
if his or her conduct did not
satisfy the standards set forth above.
Registrants formed as limited liability companies in Wyoming
Section 17-29-408
of the Wyoming Limited Liability Company
Act (“Wyoming LLC Act”) provides that a limited liability company shall indemnify for any debt, obligation or other liability incurred by a member of a member-managed company or a manager of a manager-managed company in the course of the
member’s or manager’s activities on behalf of the company, if, in incurring such debt, obligation or other liability, the member or manager complied with the duties stated in the Wyoming LLC Act. The Wyoming LLC Act also provides that a
limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status.
CCC Wyoming Properties, LLC’s Operating Agreement provides that CCC Wyoming Properties, LLC shall indemnify its members for all costs,
losses, liabilities, and damages paid or accrued by its members (either as members or as agents) in connection with the business of CCC Wyoming Properties, LLC or because such person is a member, to the fullest extent provided or allowed by the law
of the State of Wyoming. In addition, CCC Wyoming Properties, LLC shall advance costs of participation in any proceeding to the members. The members may indemnify all other employees and agents of CCC Wyoming Properties, LLC for all costs, losses,
liabilities, and damages paid or accrued by the agent or employee in connection with the business of CCC Wyoming Properties, LLC or because such person is an agent or employee, to the fullest extent provided or allowed by the laws of Wyoming.
|
|
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|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
1.1
|
|
Form of Underwriting Agreement for Common Stock.*
|
|
|
|
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1.2
|
|
Form of Underwriting Agreement for Preferred Stock.*
|
|
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|
1.3
|
|
Form of Underwriting Agreement for Debt Securities.*
|
|
|
|
|
1.4
|
|
Form of Underwriting Agreement for Warrants.*
|
|
|
|
|
1.5
|
|
Form of Underwriting Agreement for Units.*
|
|
|
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4.1
|
|
Form of Indenture for Senior Debt Securities.**
|
|
|
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|
4.2
|
|
Form of Indenture for Subordinated Debt Securities.**
|
|
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|
|
4.3
|
|
Supplemental Indenture to Form of Indenture for Senior Debt Securities.*
|
|
|
|
|
4.4
|
|
Supplemental Indenture to Form of Indenture for Subordinated Debt Securities.*
|
|
|
|
|
4.5
|
|
Form of Senior Debt Securities.*
|
|
|
|
|
4.6
|
|
Form of Subordinated Debt Securities.*
|
|
|
|
|
4.7
|
|
Form of Certificate of Designation of Preferred Stock.*
|
|
|
|
|
4.8
|
|
Form of Certificate for Preferred Stock.*
|
II-16
|
|
|
|
|
|
|
|
4.9
|
|
Form of Warrant Agreement.*
|
|
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|
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4.10
|
|
Form of Warrant.*
|
|
|
|
|
4.11
|
|
Form of Guarantee of Debt Securities.*
|
|
|
|
|
4.12
|
|
Form of Unit.*
|
|
|
|
|
4.13
|
|
Form of Unit Agreement.*
|
|
|
|
|
5.1
|
|
Opinion of Akerman LLP.**
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|
|
|
|
5.2
|
|
Opinion of Hughes White Colbo Wilcox & Tervooren, LLC, as to matters of Alaska law.**
|
|
|
|
|
5.3
|
|
Opinion of Burns, Figa & Will, P.C., as to matters of Colorado law.**
|
|
|
|
|
5.4
|
|
Opinion of Foley Hoag LLP, as to matters of Massachusetts law.**
|
|
|
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|
5.5
|
|
Opinion of Greenbaum, Rowe, Smith & Davis LLP, as to matters of New Jersey law.**
|
|
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5.6
|
|
Opinion of Reed Smith LLP, as to matters of Pennsylvania law.**
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|
5.7
|
|
Opinion of Norton Rose Fulbright US LLP, as to matters of Texas law.**
|
|
|
|
|
5.8
|
|
Opinion of Halloran Farkas + Kittila LLP, as to matters of Wyoming law.**
|
|
|
|
|
8.1
|
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to tax matters.**
|
|
|
|
|
12.1
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges.**
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|
|
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|
23.1
|
|
Consent of Grant Thornton LLP, independent registered public accounting firm.**
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|
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23.2
|
|
Consent of Akerman LLP (included in Exhibit 5.1 hereto).**
|
|
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23.3
|
|
Consent of Hughes White Colbo Wilcox & Tervooren, LLC (included in Exhibit 5.2 hereto).**
|
|
|
|
|
23.4
|
|
Consent of Burns, Figa & Will, P.C. (included in Exhibit 5.3 hereto).**
|
|
|
|
|
23.5
|
|
Consent of Foley Hoag LLP (included in Exhibit 5.4 hereto).**
|
|
|
|
|
23.6
|
|
Consent of Greenbaum, Rowe, Smith & Davis LLP (included in Exhibit 5.5 hereto).**
|
|
|
|
|
23.7
|
|
Consent of Reed Smith LLP (included in Exhibit 5.6 hereto).**
|
|
|
|
|
23.8
|
|
Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.7 hereto).**
|
|
|
|
|
23.9
|
|
Consent of Halloran Farkas + Kittila LLP (included in Exhibit 5.8 hereto).**
|
|
|
|
|
23.10
|
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1 hereto).**
|
|
|
|
|
24.1
|
|
Power of Attorney (included on signature pages hereto).**
|
|
|
|
|
25.1
|
|
Form
T-1
Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 for Senior Debt Securities.**
|
|
|
|
|
25.2
|
|
Form
T-1
Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 for Subordinated Debt Securities.**
|
|
*
|
To be filed by post-effective amendment, as applicable, or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
|
(a) The undersigned
registrant hereby undertakes:
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
|
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
provided, however, that paragraphs (i), (ii) and (iii) of this Section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
II-17
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
|
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration
statement; and
|
|
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed incorporated by reference into this
registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or
prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.
|
|
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to supplement the prospectus, after
the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the
terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such
offering.
II-18
(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(e) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form
S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of
Florida, on the 20
th
day of October, 2017.
|
|
|
THE GEO GROUP, INC.
|
|
|
|
/s/ Brian R. Evans
|
|
Brian R. Evans
|
|
Senior Vice President and Chief Financial Officer
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Senior Vice President and Chief Financial Officer and John J. Bulfin, Senior Vice President, General Counsel and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Clarence E. Anthony
Clarence E. Anthony
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Anne N. Foreman
Anne N. Foreman
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Richard H. Glanton
Richard H. Glanton
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Christopher C. Wheeler
Christopher C. Wheeler
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Julie Myers Wood
Julie Myers Wood
|
|
Director
|
|
October 20, 2017
|
II-20
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
GEO RE HOLDINGS LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name: Brian R. Evans
|
|
|
|
Title: Senior Vice President and Treasurer
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Senior Vice President and Treasurer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Senior Vice President and Treasurer
(Principal
Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President and Secretary
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Chief Executive Officer of The GEO Group, Inc., the Sole Member and Manager of GEO RE Holdings, LLC
|
|
October 20, 2017
|
II-21
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Correctional Services Corporation, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Chief Financial Officer
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Chief Executive Officer of The GEO Group, Inc., the Sole Member of Correctional Services Corporation, LLC
|
|
October 20, 2017
|
II-22
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO Transport, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President and Treasurer
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Treasurer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President and Treasurer
(Principal
Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President and Controller
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ J. David Donahue
J. David Donahue
|
|
Vice President and Director
|
|
October 20, 2017
|
II-23
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Public Properties Development and Leasing LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Manager
(Principal
Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director of GEO
Acquisition II, Inc., the Sole General Partner of CPT Operating Partnership L.P., the Sole Member of Public Properties Development and Leasing
LLC
|
|
October 20, 2017
|
II-24
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
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|
|
Correctional Properties Prison Finance LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Manager
(Principal
Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director of GEO
Acquisition II, Inc., the Sole General Partner of CPT Operating Partnership L.P., the Sole Member of Correctional Properties Prison Finance LLC
|
|
October 20, 2017
|
II-25
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
CPT Operating Partnership L.P.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance
(Principal Financial
and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President and Secretary
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director of GEO
Acquisition II, Inc., the Sole General Partner of CPT Operating Partnership L.P.
|
|
October 20, 2017
|
II-26
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
CPT Limited Partner, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance
(Principal Financial
and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President and Secretary
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director of GEO
Acquisition II, Inc., the Sole Member of CPT Limited Partner, LLC
|
|
October 20, 2017
|
II-27
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO Holdings I, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President
(Principal Financial and
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-28
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO Acquisition II, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director
(Principal
Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-29
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Companies, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-30
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Corrections Management, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of Cornell Companies, Inc., the Sole Member of Cornell Corrections Management, LLC
|
|
October 20, 2017
|
II-31
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
CCG I, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Executive, Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Corrections Holdings, Inc., the Majority Member of GEO Corrections and Detention, LLC, the Sole Member of CCG I, LLC
|
|
October 20, 2017
|
II-32
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Corrections of Alaska, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Chairman
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-33
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Corrections of California, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Jonathan P. Swatsburg
Jonathan P. Swatsburg
|
|
Vice President, Youth Services and Director
|
|
October 20, 2017
|
II-34
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Corrections of Texas, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Jonathan P. Swatsburg
Jonathan P. Swatsburg
|
|
Vice President, Youth Services and Director
|
|
October 20, 2017
|
II-35
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Corrections of Rhode Island, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-36
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Interventions, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Jonathan P. Swatsburg
Jonathan P. Swatsburg
|
|
Vice President, Youth Services and Director
|
|
October 20, 2017
|
II-37
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Correctional Systems, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Senior Vice President and Chief Financial Officer of The GEO Group, Inc., the Sole Member of Correctional Systems, LLC
|
|
October 20, 2017
|
II-38
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Abraxas Group, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Jonathan P. Swatsburg
Jonathan P. Swatsburg
|
|
Vice President, Youth Services and Director
|
|
October 20, 2017
|
II-39
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
WBP Leasing, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of Cornell Companies, Inc., the Sole Member of Cornell Corrections Management, LLC, the Sole Member of WBP Leasing, LLC
|
|
October 20, 2017
|
II-40
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
BII Holding Corporation
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director
(Principal
Executive, Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-41
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
BII Holding I Corporation
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director
(Principal
Executive, Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-42
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Behavioral Holding Corp.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
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|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director
(Principal
Executive, Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-43
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Behavioral Acquisition Corp.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director
(Principal
Executive, Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-44
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
B.I. Incorporated
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director
(Principal
Executive, Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-45
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
MCF GP, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of Cornell Companies, Inc., the Sole Member of MCF GP, LLC
|
|
October 20, 2017
|
II-46
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO MCF LP, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of Cornell Companies, Inc., the Sole Member of GEO MCF LP, LLC
|
|
October 20, 2017
|
II-47
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Municipal Corrections Finance, L.P.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance
(Principal Financial
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President and Secretary
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager of MCF GP, LLC, the Sole General Partner of Municipal Corrections Finance, L.P.
|
|
October 20, 2017
|
II-48
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO LEASING, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Executive and Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Corrections Holdings, Inc., the Sole Member of GEO Leasing, LLC
|
|
October 20, 2017
|
II-49
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO Corrections Holdings, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Chief Executive Officer and Director
(Principal
Executive Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-50
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO Corrections and Detention, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ J. David Donahue
J. David Donahue
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Corrections Holdings, Inc., the Majority Member of GEO Corrections and Detention, LLC
|
|
October 20, 2017
|
II-51
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO Reentry Services, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Chief Executive Officer, Chairman and Manager
(Principal Executive Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
President
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Corrections Holdings, Inc., the Majority Member of GEO Reentry Services, LLC
|
|
October 20, 2017
|
II-52
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Abraxas Group OS, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Corrections Holdings, Inc., the Sole Member of Cornell Abraxas Group OS, LLC
|
|
October 20, 2017
|
II-53
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Companies of California OS, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Corrections Holdings, Inc., the Sole Member of Cornell Companies of California OS, LLC
|
|
October 20, 2017
|
II-54
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Companies of Texas OS, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Corrections Holdings, Inc., the Sole Member of Cornell Companies of Texas OS, LLC
|
|
October 20, 2017
|
II-55
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Cornell Interventions OS, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Corrections Holdings, Inc., the Sole Member of Cornell Interventions OS, LLC
|
|
October 20, 2017
|
II-56
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Protocol Criminal Justice, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director
(Principal
Executive, Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-57
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Correctional Properties, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Chief Executive Officer and Manager
(Principal
Executive Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Manager
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ J. David Donahue
J. David Donahue
|
|
Vice President, Operations and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Senior Vice President and Chief Financial Officer of The GEO Group, Inc., the Sole Member of Correctional Properties, LLC
|
|
October 20, 2017
|
II-58
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO/DEL/R/02, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director (Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ J. David Donahue
J. David Donahue
|
|
Vice President, Operations and Director
|
|
October 20, 2017
|
II-59
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
GEO International Services, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ J. David Donahue
J. David Donahue
|
|
Vice President, Operations and Director
|
|
October 20, 2017
|
II-60
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
GEO/DEL/T/02, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ J. David Donahue
J. David Donahue
|
|
Vice President, Operations and Director
|
|
October 20, 2017
|
II-61
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
Highpoint Investments, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
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|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Chairman
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Bruce Brown
Bruce Brown
|
|
Manager
|
|
October 20, 2017
|
II-62
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
GEO Reentry, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Vice President, GEO Care and Director
|
|
October 20, 2017
|
II-63
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
GEO Reentry Services of Alaska, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Vice President and Director
|
|
October 20, 2017
|
II-64
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
GEO Care LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Manager
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of Cornell Abraxas Group, Inc., the Sole Member of GEO Care LLC
|
|
October 20, 2017
|
II-65
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
GEO CC1, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-66
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
GEO Detention Services, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-67
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
GEO CC3, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald A. Brack
Ronald A. Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-68
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
BI Mobile Breath, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Director
(Principal
Executive, Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
Director
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ann M. Schlarb
Ann M. Schlarb
|
|
Director
|
|
October 20, 2017
|
II-69
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Clearstream Development LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Bruce Brown
Bruce Brown
|
|
Manager
|
|
October 20, 2017
|
II-70
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
GEO Operations, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them,
or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Ronald Brack
Ronald Brack
|
|
Vice President, Accounting
(Principal
Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-71
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
CEC Parent Holdings LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Senior Vice President and Chief Financial Officer of The GEO Group, Inc., the Sole Member of CEC Parent Holdings LLC
|
|
October 20, 2017
|
II-72
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
CEC Intermediate Holdings LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Chief Financial Officer
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President and Secretary
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Senior Vice President and Chief Financial Officer of The GEO Group, Inc., the Sole Member of CEC Parent Holdings LLC, the Sole Member of CEC Intermediate Holdings LLC
|
|
October 20, 2017
|
II-73
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
CCMAS LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Operations, Inc., the Sole Member of CCMAS LLC
|
|
October 20, 2017
|
II-74
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Community Education Centers, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-75
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Minsec Companies, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director of Community Education Centers, Inc., the Sole Member of Minsec Companies, LLC
|
|
October 20, 2017
|
II-76
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
Minsec Treatment, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager of GEO Reentry Services LLC, the Sole Member of Minsec Treatment, LLC
|
|
October 20, 2017
|
II-77
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
CiviGenics, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-78
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October,
2017.
|
|
|
|
|
|
|
CCC Wyoming Properties, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Chief Financial Officer
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President and Secretary
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director of Community Education Centers, Inc., the Majority Member of CCC Wyoming Properties, LLC
|
|
October 20, 2017
|
II-79
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
Broad Real Estate Holdings LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Chief Financial Officer
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President and Secretary
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Operations, Inc., the Sole Member of CCMAS, LLC, the Sole Member of Broad Real Estate Holdings LLC
|
|
October 20, 2017
|
II-80
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
CiviGenics Management Services, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director of CiviGenics, Inc., the Sole Member of CiviGenics Management Services, LLC
|
|
October 20, 2017
|
II-81
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
CiviGenics-Texas, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-82
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
Fenton Security, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director of Community Education Centers, Inc., the Sole Member of Fenton Security, LLC
|
|
October 20, 2017
|
II-83
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
Secon, Inc.
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Director
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Director
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Director
|
|
October 20, 2017
|
II-84
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
ADAPPT, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director of CiviGenics, Inc., the Sole Member of ADAPPT, LLC
|
|
October 20, 2017
|
II-85
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
Community Corrections, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director of CiviGenics, Inc., the Sole Member of Community Corrections, LLC
|
|
October 20, 2017
|
II-86
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
Arapahoe County Residential Center, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director of CiviGenics, Inc., the Sole Member of Community Corrections LLC, the Sole Member of Arapahoe County Residential Center, LLC
|
|
October 20, 2017
|
II-87
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20th day of October, 2017.
|
|
|
|
|
|
|
CEC Staffing Solutions, LLC
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance, Chief Financial Officer and Manager
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer, and John J. Bulfin, Vice President and Secretary, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ George C. Zoley
George C. Zoley
|
|
President and Manager
(Principal Executive
Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Manager
(Principal Financial and Accounting Officer)
|
|
October 20, 2017
|
|
|
|
|
|
/s/ John J. Bulfin
John J. Bulfin
|
|
Vice President, Secretary and Manager
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Chief Financial Officer and Director of GEO Operations, Inc., the Sole Member of CEC Staffing Solutions, LLC
|
|
October 20, 2017
|
II-88
Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 20
th
day of October, 2017.
|
|
|
|
|
|
|
Community Alternatives
|
|
|
|
|
By:
|
|
/s/ Brian R. Evans
|
|
|
|
Name:
|
|
Brian R. Evans
|
|
|
|
Title:
|
|
Vice President, Finance and Chief Financial Officer of CCC Wyoming Properties, LLC, Managing Partner of Community Alternatives
|
KNOWN ALL MEN BY THESE PRESENTS
, that each person whose signature appears below hereby
constitutes and appoints Brian R. Evans, Vice President, Finance and Chief Financial Officer of CCC Wyoming Properties, LLC, Managing Partner of Community Alternatives, and John J. Bulfin, Senior Vice President, General Counsel and Secretary of The
GEO Group, Inc. and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance and Chief Financial Officer of CCC Wyoming Properties, LLC, Managing Partner of Community Alternatives
|
|
October 20, 2017
|
|
|
|
|
|
/s/ Brian R. Evans
Brian R. Evans
|
|
Vice President, Finance, Chief Financial Officer and Director of Community Education Centers, Inc., Manager of Community Alternatives
|
|
October 20, 2017
|
II-89