REIT Review Update

As previously disclosed, GEO has retained the law firm of Skadden Arps as legal advisors and Bank of America Merrill Lynch and Barclays Capital as financial co-advisors to assist the company with a comprehensive review of a potential REIT conversion.

GEO’s analysis has focused on a potential conversion to a REIT with a Taxable REIT Subsidiary (“TRS”) structure, in which a small portion of GEO’s businesses, which are non-real estate related, such as GEO’s managed-only contracts, international operations, electronic monitoring services, and other non-residential facilities, are part of wholly-owned taxable subsidiaries of the REIT, while most of GEO’s business segments, which are real estate related and entail company-owned and company-leased facilities, are part of the REIT.

The TRS structure will allow GEO to maintain the strategic alignment of almost all of its diversified business segments under one entity without separating the company into an independent REIT and an independent operating company.

As previously disclosed, GEO submitted a request to the Internal Revenue Service (“IRS”) for a private letter ruling (“PLR”) in mid-July in order to better inform GEO’s Board of Directors (“GEO’s Board”) as to the potential benefits and limitations of a REIT conversion and to determine whether GEO would qualify to convert to a REIT under a proposed TRS structure.

Prior to and after GEO’s PLR request submission, GEO’s legal advisors engaged in a number of discussions with the IRS, which is a customary part of the process. GEO believes that its PLR request has a sound legal basis and looks forward to continuing to work with the IRS on this process; however GEO can make no prediction with certainty if or when the IRS will issue a favorable ruling.

Fundamentally, GEO is in a real estate intensive industry. GEO’s present company profile has evolved over several years, during which time, GEO has developed and financed dozens of new detention and correctional facilities for federal and state government clients. Further, GEO provides real estate related operational services along with ancillary services that are ordinarily provided in our facilities, which GEO predominantly owns or leases.

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