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): September 29, 2021 (September 29, 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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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 September 29, 2021, CoreCivic, Inc., a Maryland corporation (the “Company”), completed the previously announced tack-on
public offering of $225.0 million aggregate principal amount of 8.25% senior unsecured notes due 2026 (the “Additional Notes”), which are fully and unconditionally guaranteed, on a senior unsecured basis, by the Guarantors (as defined below) (the
“Guarantees”).
The terms of the Additional Notes are governed by an indenture, dated as of September 25, 2015 (the “Base Indenture”), by and
between the Company, as issuer, and Regions Bank (as successor to U.S. Bank National Association), as trustee (the “Trustee”), as amended and supplemented by the third supplemental indenture dated as of April 14, 2021 (the “Third Supplemental
Indenture”), by and among the Company, the Trustee, and the subsidiary guarantors set forth therein, and as further amended and supplemented by the fourth supplemental indenture dated as of September 29, 2021 (the “Fourth Supplemental Indenture”,
and together with the Third Supplemental Indenture, the “Supplemental Indenture”), by and among the Company, the Trustee, and the subsidiary guarantors set forth therein (the “Guarantors”). As set forth in the Supplemental Indenture, interest on
the Additional Notes will be payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning October 15, 2021, and will mature on April 15, 2026.
The Additional Notes are general unsecured senior obligations of the Company, ranking equal in right of payment with existing
and future senior unsecured indebtedness, including $174.0 million principal amount of 4.625% senior notes due 2023, and $250.0 million principal amount of 4.75% senior notes due 2027. The Additional Notes are effectively junior to all of our
existing and future secured indebtedness, including amounts outstanding under our credit facilities, to the extent of the value of the collateral securing such indebtedness. The Guarantees rank equally in right of payment with the applicable
Guarantor’s existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such Guarantor. The Guarantees are effectively junior to any secured indebtedness of any Guarantor, including
guarantees of our credit facilities, to the extent of the value of the assets securing such indebtedness. The Additional Notes are structurally junior to all indebtedness and other obligations of the Company’s subsidiaries that do not guarantee the
Additional Notes.
At any time before April 15, 2024, the Additional Notes are redeemable at our election, in whole or in part, at a redemption
price equal to the greater of:
(1) 100% of the aggregate principal amount of the Additional Notes to be redeemed; and
(2) as determined by an Independent Investment Banker (as defined in the Supplemental
Indenture), the sum of the present values as of such redemption date of (i) the redemption price of the Additional Notes on April 15, 2024 (set forth in the immediately following paragraph) and (ii) the remaining scheduled payments of interest on
the Additional Notes to be redeemed through April 15, 2024 (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined in the Supplemental Indenture) for the Additional Notes, plus 50 basis points;
plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Additional Notes to be
redeemed.
On or after April 15, 2024, the Additional Notes are redeemable at our election, in whole or in part, at the redemption prices
(expressed as percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest thereon to, but not including, the redemption date, if redeemed during the 12-month period beginning on April 15 of each of the years
indicated below:
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Year
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Percentage
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2024
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104.125
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%
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2025 and thereafter
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100.000
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%
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If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the
accrued and unpaid interest, if any, will be paid to the person in whose name the Additional Note is registered at the close of business on such record date.
Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue
on the Additional Notes or portions thereof called for redemption. The Additional Notes called for redemption become due on the date fixed for redemption.
If we experience certain kinds of changes of control, we must offer to purchase the Additional Notes at a redemption price equal
to 101% of the principal amount, plus any accrued and unpaid interest if any, to the date of purchase.
The Supplemental Indenture contains covenants that limit, among other things, our ability and the ability of some of our
subsidiaries to: (i) incur indebtedness; (ii) pay dividends, prepay indebtedness ranking junior to the Additional Notes or make investments; (iii) incur certain liens; and (iv) consolidate, merge or transfer all or substantially all of our assets.
The foregoing description of the Base Indenture and the Supplemental Indenture, including the Form of 8.25% Note due 2026
attached thereto, does not purport to be complete and each such description is qualified in its entirety by reference to the Base Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Form of 8.25% Note due 2026, as
applicable, copies of which are filed as Exhibit 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation
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The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Certain legal opinions relating to the legality of the Additional Notes and the Guarantees are attached as Exhibits 5.1, 5.2, 5.3,
5.4, 5.5, 5.6 and 5.7 to this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits
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Indenture, dated as of September 25, 2015, by and between the Company and Regions Banks, successor-in-interest to U.S. Bank National Association, as Trustee (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 25, 2015 and incorporated herein by this reference).
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Third Supplemental Indenture, dated as of April 14, 2021, by and among the Company, certain subsidiary guarantors and Regions Bank, as Trustee (previously filed as Exhibit 4.2
to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2021 and incorporated herein by this reference).
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Fourth Supplemental Indenture, dated as of September 29, 2021, by and among the Company, certain subsidiary guarantors and Regions Bank, as Trustee.
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Form of 8.25% Note due 2026 (incorporated by reference to Exhibit A to Exhibit 4.2 hereof).
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Opinion of Bass, Berry & Sims PLC.
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Opinion of Miles & Stockbridge P.C., as to matters of Maryland law.
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Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Nevada law.
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Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Colorado law.
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Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of California law.
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Opinion of McAfee & Taft, as to matters of Oklahoma law.
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Opinion of Liechty, McGinnis, Berryman & Bowen, LLP, as to matters of Texas law.
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Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
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Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2).
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23.3
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Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibits 5.3, 5.4
and 5.5). |
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Consent of McAfee & Taft (included in Exhibit 5.6).
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Consent of Liechty, McGinnis, Berryman & Bowen, LLP (included in Exhibit 5.7).
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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 (contained in Exhibit 101).
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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: September 29, 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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