UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2021 (April 7, 2021)
CoreCivic, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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001-16109
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62-1763875
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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5501 VIRGINIA WAY, BRENTWOOD, TENNESSEE 37027
(Address of principal executive offices) (Zip Code)
(615) 263-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Common Stock
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CXW
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement
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On April 7, 2021, CoreCivic, Inc., a Maryland corporation (the “Company”), and the subsidiary guarantors of the Company named therein
(the “Guarantors”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Imperial Capital LLC, as representative of the underwriters listed on Schedule A thereto, for the issuance and sale of $450.0 million aggregate principal amount of 8.25% senior unsecured notes due 2026 (the “Notes”). The Notes will be issued by the Company and will be fully and unconditionally guaranteed on a senior unsecured basis
by the Guarantors (the “Guarantees”). The Notes are being offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2021 (File No. 333-255070) (the “Registration
Statement”).
The Company and the Guarantors have made certain customary representations, warranties and covenants in the Underwriting Agreement
concerning the Company, the Guarantors, the Registration Statement and offering documents related to the offering of the Notes and the Guarantees. The Company and the Guarantors have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act. Subject to customary closing conditions, the sale of the Notes is expected to close on or about April 14, 2021.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference
to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (“Form 8-K”) and is incorporated herein by reference.
On April 7, 2021, the Company issued a press release announcing the public offering of the Notes. A copy of the press release
announcing the offering of the Notes is attached as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.
On April 7, 2021, the Company issued a press release announcing the pricing of its public offering of the Notes. A copy of the press
release announcing the pricing of the Notes is attached as Exhibit 99.2 to this Form 8-K, and is incorporated herein by reference.
The Company intends to use a significant amount of the net proceeds from the offering of the Notes (i) to redeem all $250 million
principal amount of its outstanding 5.00% senior notes due 2022 (the “2022 Senior Notes”), including the payment of the applicable make-whole amount and accrued interest, and (ii) to otherwise repay or reduce its other indebtedness, which may
include repurchasing or redeeming a portion of its $350 million principal amount of 4.625% senior notes due 2023 (the “2023 Senior Notes”). The Company may use any remaining proceeds for general corporate purposes. There can be no assurance that
the issuance of the Notes, the redemption of the 2022 Senior Notes, or any other debt reduction will be consummated.
This Form 8-K, including the Exhibits hereto, is neither an offer to
sell nor a solicitation of an offer to buy any securities, nor shall it constitute a notice of redemption under the indenture governing the 2022 Senior Notes or the indenture
governing the 2023 Senior Notes, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This Form 8-K includes forward-looking statements regarding the Company’s issuance of the Notes and its intended
use of the net proceeds from the issuance of the Notes. These forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. This information is qualified in its entirety by cautionary
statements and risk factor disclosures contained in the Company’s SEC filings, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 22, 2021, as well as the risks identified
in the preliminary prospectus supplement and the accompanying prospectus relating to the offering. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results
and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company, including the risks that the offering of the Notes cannot be
successfully completed. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
| Item 9.01 |
Financial Statements and Exhibits
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Underwriting Agreement, dated April 7, 2021, by and among the Company, the subsidiary guarantors named therein, and Imperial Capital, LLC, as representative of the several underwriters named
therein.*
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Press Release, dated April 7, 2021.
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Press Release, dated April 7, 2021.
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104
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Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL
document.
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*
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Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its
request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
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Date: April 9, 2021
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CORECIVIC, INC.
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By:
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/s/ David Garfinkle
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David Garfinkle
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Executive Vice President and Chief Financial Officer
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