|
|
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol
|
Name of each exchange
on which registered
|
||
|
|
|
Item 1.01. |
Entry into a Material Definitive Agreement
|
Year
|
Percentage
|
|||
2024
|
104.125
|
%
|
||
2025 and thereafter
|
100.000
|
%
|
Item 2.03 |
Creation of a Direct Financial Obligation
|
Item 8.01 |
Other Events
|
Item 9.01 |
Financial Statements and Exhibits
|
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).
|
|
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).
|
Fourth Supplemental Indenture, dated as of September 29, 2021, by and among the Company, certain subsidiary guarantors and Regions Bank, as Trustee.
|
|
Form of 8.25% Note due 2026 (incorporated by reference to Exhibit A to Exhibit 4.2 hereof).
|
|
Opinion of Bass, Berry & Sims PLC.
|
|
Opinion of Miles & Stockbridge P.C., as to matters of Maryland law.
|
|
Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Nevada law.
|
|
Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Colorado law.
|
|
Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of California law.
|
|
Opinion of McAfee & Taft, as to matters of Oklahoma law.
|
|
Opinion of Liechty, McGinnis, Berryman & Bowen, LLP, as to matters of Texas law.
|
|
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
|
|
Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2).
|
|
23.3
|
|
Consent of McAfee & Taft (included in Exhibit 5.6).
|
|
Consent of Liechty, McGinnis, Berryman & Bowen, LLP (included in Exhibit 5.7).
|
|
104
|
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).
|
Date: September 29, 2021
|
CORECIVIC, INC.
|
||
By:
|
/s/ David Garfinkle
|
||
David Garfinkle
|
|||
Executive Vice President and Chief Financial Officer
|
Dated: September 29, 2021
|
||
ISSUER:
|
||
CORECIVIC, INC.
|
||
By:
|
/s/ David M. Garfinkle
|
|
Name:
|
David M. Garfinkle
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
|
GUARANTORS:
|
||
ACS CORRECTIONS OF TEXAS, L.L.C.
|
||
AVALON CORPUS CHRISTI TRANSITIONAL CENTER, LLC
|
||
AVALON TULSA, L.L.C.
|
||
CARVER TRANSITIONAL CENTER, L.L.C.
|
||
EP HORIZON MANAGEMENT, LLC
|
||
FORT WORTH TRANSITIONAL CENTER, L.L.C.
|
||
SOUTHERN CORRECTIONS SYSTEMS OF WYOMING, L.L.C.
|
||
TURLEY RESIDENTIAL CENTER, L.L.C.
|
||
By:
|
Avalon Correctional Services, Inc.,
|
|
Its sole member
|
||
By:
|
/s/ David M. Garfinkle
|
|
Name:
|
David M. Garfinkle
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
|
CORECIVIC TRS, LLC
|
||
CCA SOUTH TEXAS, LLC
|
||
CORECIVIC, LLC
|
||
CORRECTIONAL ALTERNATIVES, LLC
|
||
By:
|
CoreCivic, Inc.,
|
|
Its sole member
|
||
By:
|
/s/ David M. Garfinkle
|
|
Name:
|
David M. Garfinkle
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
CORECIVIC OF TENNESSEE, LLC
|
||
By:
|
/s/ David M. Garfinkle
|
|
Name:
|
David M. Garfinkle
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
|
TRANSCOR AMERICA, LLC
|
||
By:
|
/s/ David M. Garfinkle
|
|
Name:
|
David M. Garfinkle
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
|
AVALON TRANSITIONAL CENTER DALLAS, LLC
|
||
CCA HEALTH SERVICES, LLC
|
||
CCA INTERNATIONAL, LLC
|
||
CORECIVIC GOVERNMENT SOLUTIONS, LLC
|
||
PRISON REALTY MANAGEMENT, LLC
|
||
TECHNICAL AND BUSINESS INSTITUTE OF AMERICA, LLC
|
||
By:
|
CoreCivic of Tennessee, LLC,
|
|
Its sole member
|
||
By:
|
/s/ David M. Garfinkle
|
|
Name:
|
David M. Garfinkle
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
|
AVALON CORRECTIONAL SERVICES, INC.
|
||
By:
|
/s/ David M. Garfinkle
|
|
Name:
|
David M. Garfinkle
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
|
CORRECTIONAL MANAGEMENT, INC.
|
||
CORECIVIC OF TALLAHASSEE, LLC
|
||
TIME TO CHANGE, INC.
|
||
By:
|
/s/ David M. Garfinkle
|
|
Name:
|
David M. Garfinkle
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
RECOVERY MONITORING SOLUTIONS CORPORATION
|
||
By:
|
/s/ Cole G. Carter
|
|
Name:
|
Cole G. Carter
|
|
Title:
|
Executive Vice President, General Counsel and Secretary
|
|
GREEN LEVEL REALTY, LLC
|
||
By:
|
Time to Change, Inc.,
|
|
Its sole member
|
||
By:
|
/s/ David M. Garfinkle
|
|
Name:
|
David M. Garfinkle
|
|
Title:
|
Executive Vice President & Chief Financial Officer
|
|
ROCKY MOUNTAIN OFFENDER
|
||
MANAGEMENT SYSTEMS, LLC
|
||
NATIONAL OFFENDER MANAGEMENT SYSTEMS, LLC
|
||
By:
|
Recovery Monitoring Solutions Corporation,
|
|
Its sole member and manager
|
||
By:
|
/s/ Cole G. Carter
|
|
Name:
|
Cole G. Carter
|
|
Title:
|
Executive Vice President, General Counsel and Secretary
|
TRUSTEE:
|
||
REGIONS BANK, as Trustee
|
||
By:
|
/s/ Kristine Prall
|
|
Authorized Signatory
|
(a)
|
The Registration Statement;
|
(b)
|
The Prospectus;
|
(c)
|
The certified articles of organization or certificates of organization of the Specified Guarantors, as certified by the Secretary of State offices of the State
of Tennessee and the State of Delaware, as applicable, as of a recent date;
|
(d)
|
The operating agreements of the Specified Guarantors;
|
(e)
|
The certificates signed by officers of CoreCivic and the Subsidiary Guarantors with respect to various factual matters;
|
(f)
|
The Indenture, including the Notes and the Guarantees;
|
(g)
|
The Underwriting Agreement;
|
(h)
|
Evidence of good standing from the Secretary of State offices of the State of Tennessee and the State of Delaware for each of the Specified Guarantors, as
applicable, issued as of a recent date; and
|
(i)
|
Such other documents we have deemed appropriate or necessary for issuance of this opinion.
|
1.
|
The Indenture has been duly authorized, executed and delivered by all necessary corporate action of the Specified Guarantors.
|
2.
|
The Guarantees have been duly authorized by proper action of the governing bodies of each of the Specified Guarantors in accordance with their governing
documents.
|
3.
|
The Notes have been duly authorized, executed, authenticated, issued and delivered in accordance with the Underwriting Agreement and the Indenture, and have
been issued and sold as contemplated in the Registration Statement and the Prospectus. The Guarantees have been duly authorized, executed, issued and delivered in accordance with the Underwriting Agreement and the Indenture.
|
4.
|
The Notes are the legally valid and binding obligations of CoreCivic, enforceable against CoreCivic in accordance with their terms.
|
5.
|
The Guarantees are legally valid and binding obligations of the Subsidiary Guarantors and enforceable against the Subsidiary Guarantors in accordance with
their respective terms.
|
6.
|
Each of the Specified Guarantors has the requisite limited liability company power to execute, deliver and perform its respective obligations under the
Underwriting Agreement, including guaranteeing the Notes pursuant to the terms of, and to perform its obligations under, the Indenture.
|
Very truly yours,
|
|
/s/ Bass, Berry & Sims PLC
|
Corporation or LLC
|
Jurisdiction
of
Organization
|
|
CoreCivic, Inc.
|
Maryland
|
|
ACS Corrections of Texas, L.L.C.
|
Texas
|
|
Avalon Corpus Christi Transitional Center, LLC
|
Texas
|
|
Avalon Correctional Services, Inc.
|
Nevada
|
|
Avalon Transitional Center Dallas, LLC
|
Texas
|
|
Avalon Tulsa, L.L.C.
|
Oklahoma
|
|
Carver Transitional Center, L.L.C.
|
Oklahoma
|
|
CCA Health Services, LLC
|
Tennessee
|
|
CCA International, LLC
|
Delaware
|
|
CCA South Texas, LLC
|
Maryland
|
|
CoreCivic, LLC
|
Delaware
|
|
CoreCivic Government Solutions, LLC
|
Maryland
|
|
CoreCivic of Tallahassee, LLC
|
Maryland
|
|
CoreCivic of Tennessee, LLC
|
Tennessee
|
|
CoreCivic TRS, LLC
|
Maryland
|
|
Correctional Alternatives, LLC
|
California
|
|
Correctional Management, Inc.
|
Colorado
|
|
EP Horizon Management, LLC
|
Texas
|
|
Fort Worth Transitional Center, L.L.C.
|
Oklahoma
|
|
Green Level Realty, LLC
|
Colorado
|
|
National Offender Management Systems, LLC
|
Colorado
|
|
Prison Realty Management, LLC
|
Tennessee
|
|
Recovery Monitoring Solutions Corporation
|
Texas
|
|
Rocky Mountain Offender Management Systems, LLC
|
Colorado
|
|
Southern Corrections Systems of Wyoming, L.L.C.
|
Oklahoma
|
|
Technical and Business Institute of America, LLC
|
Tennessee
|
|
Time To Change, Inc.
|
Colorado
|
|
TransCor America, LLC
|
Tennessee
|
|
Turley Residential Center, L.L.C.
|
Oklahoma
|
•
|
CCA International, LLC
|
•
|
CoreCivic, LLC
|
•
|
CoreCivic of Tennessee, LLC
|
•
|
CCA Health Services, LLC
|
•
|
Prison Realty Management, LLC
|
•
|
Technical and Business Institute of America, LLC
|
•
|
TransCor America, LLC
|
CoreCivic, Inc. | |
September 29, 2021
|
|
Page 2
|
1. |
The Company is validly existing as a corporation in good standing under the laws of the State of Maryland.
|
2. |
The Company has the corporate power to execute, deliver and perform its obligations under the Indenture and the Notes and to issue the Notes.
|
3. |
The execution and delivery by the Company of the Indenture and the performance of its obligations thereunder, including issuance of the Notes, have been duly authorized by the Company.
|
4. |
Each Maryland Subsidiary Guarantor is validly existing as a limited liability company in good standing under the laws of the State of Maryland.
|
5. |
Each Maryland Subsidiary Guarantor has the limited liability company power to execute, deliver and perform its obligations under the Supplemental Indentures, including its guarantee of the Notes.
|
6. |
The execution and delivery by each Maryland Subsidiary Guarantor of the Supplemental Indentures and the performance of its obligations thereunder, including guaranteeing the Notes in accordance with the provisions of the Indenture, have
been duly authorized by the Maryland Subsidiary Guarantors.
|
CoreCivic, Inc. | |
September 29, 2021
|
|
Page 3
|
Miles & Stockbridge P.C.
|
|
By:
|
/s/ J.W. Thompson Webb
|
Principal
|
Brownstein Hyatt Farber Schreck, LLP
702.382.2101
100 North City Parkway, Suite 1600
Las Vegas, Nevada 89106 |
CoreCivic, Inc.
September 29, 2021
Page 2
|
CoreCivic, Inc.
September 29, 2021
Page 3
|
Brownstein Hyatt Farber Schreck, LLP
303.223.1100
410 Seventeenth Street, Suite 2200
Denver, Colorado 80202 |
CoreCivic, Inc.
September 29, 2021
Page 2
|
CoreCivic, Inc.
September 29, 2021
Page 3
|
Brownstein Hyatt Farber Schreck, LLP
805.963.7000
1021 Anacapa Street, 2nd Floor
Santa Barbara, California 93101 |
CoreCivic, Inc.
September 29, 2021
Page 2
|
CoreCivic, Inc.
September 29, 2021
Page 3
|
(i) |
Indenture;
|
(ii) |
Underwriting Agreement dated September 22, 2021, between CoreCivic, Inc. and Imperial Capital LLC, as representative of the underwriters named therein (the “Underwriting Agreement”);
|
(iii) |
Registration Statement on Form S-3ASR (No. 333-255070) (as amended, the “Registration Statement”) by CoreCivic, Inc., a Maryland corporation, and the subsidiary guarantors listed in the Registration Statement, and the base prospectus
contained therein as supplemented by the prospectus supplement, dated September 22, 2021 (collectively, the “Prospectus”);
|
(iv) |
Articles of Organization of the Oklahoma Guarantors as certified by the Oklahoma Secretary of State on September 8, 2021 and September 9, 2021;
|
(v) |
Operating Agreements of the Oklahoma Guarantors as certified by the sole member of the Oklahoma Guarantors as of September 21, 2021;
|
(vi) |
Written consent of the sole member of the Oklahoma Guarantors as certified by Damon T. Hininger, the Chief Executive Officer of each of the sole member of each of the Oklahoma Guarantors, as of September 21, 2021; and
|
(vii) |
Certificates regarding the good standing of the Oklahoma Guarantors issued by the Oklahoma Secretary of State on September 8, 2021 and September 9, 2021.
|
Very truly yours,
|
|
/s/ McAfee & Taft
|
Emmett Berryman
|
September 29, 2021
|
Sender’s E-mail:
|
eberryman@lmlawyers.com
|
Re: |
8.25% Senior Notes due 2026 of CoreCivic, Inc.
|
(a) |
Third Supplemental Indenture;
|
(b) |
Fourth Supplemental Indenture;
|
CoreCivic, Inc.
September 29, 2021
Page 2
|
(c) |
Underwriting Agreement dated September 22, 2021 (the “Underwriting Agreement”), among the Company, the guarantors
party thereto and Imperial Capital, as representative of the several underwriters;
|
(d) |
Certificate of Formation of ACS Corrections of Texas, L.L.C.;
|
(e) |
Operating Agreement of ACS Corrections of Texas, L.L.C.;
|
(f) |
Certificate of Formation of Avalon Corpus Christi Transitional Center, LLC;
|
(g) |
Certificate of Amendment to Certificate of Formation of Avalon Corpus Christi Transitional Center, LLC;
|
(h) |
Operating Agreement of Avalon Corpus Christi Transitional Center, LLC;
|
(i) |
Certificate of Formation of Avalon Transitional Center Dallas, LLC;
|
(j) |
Certificate of Amendment to Certificate of Formation of Avalon Transitional Center Dallas, LLC;
|
(k) |
Operating Agreement of Avalon Transitional Center Dallas, LLC;
|
(l) |
Certificate of Formation of EP Horizon Management, LLC;
|
(m) |
Operating Agreement of EP Horizon Management, LLC;
|
(n) |
Certificate of Filing of Recovery Monitoring Solutions Corporation;
|
(o) |
Certificate of Amendment to the Certificate of Formation of Recovery Healthcare Corporation;
|
(p) |
the Status Certificates (as defined in subpart (ii) below); and
|
(q) |
the Evidences (as defined in subpart (iii) below).
|
CoreCivic, Inc.
September 29, 2021
Page 3
|
CoreCivic, Inc.
September 29, 2021
Page 4
|
CoreCivic, Inc.
September 29, 2021
Page 5
|
Very truly yours,
|
||
LIECHTY, McGINNIS, BERRYMAN & BOWEN, LLP, a Texas limited liability partnership
|
||
By:
|
/s/ Liechty, McGinnis, Berryman & Bowen, LLP
|
CoreCivic, Inc.
September 29, 2021
Page 6
|
Name of Texas Subsidiary Guarantor
|
State of
Organization
|
||
ACS Corrections of Texas, L.L.C.
|
TX
|
||
Avalon Corpus Christi Transitional Center, LLC
|
TX
|
||
Avalon Transitional Center Dallas, LLC
|
TX
|
||
EP Horizon Management, LLC
|
TX
|
||
Recovery Monitoring Solutions Corporation
|
TX
|
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M=O>>:TH9MTV\E< !1MXI-2W'=;%OP_X3L_#?@O_ (1W1VD^SI#)'&\[[F+/
MDDD@>I["JMIX0B73]-L+@(MG;VP6=8'93+-L"9_W=N_Z[O:K"^*E?38=02RD
M-I=2K#:MY@W2NTFQ$6Y\EFWB/
MS&V(V[?E!G"G=SE<
Document and Entity Information |
Sep. 29, 2021 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 29, 2021 |
Entity Registrant Name | CoreCivic, Inc. |
Entity Incorporation, State or Country Code | MD |
Entity File Number | 001-16109 |
Entity Tax Identification Number | 62-1763875 |
Entity Address, Address Line One | 5501 Virginia Way |
Entity Address, City or Town | Brentwood |
Entity Address, State or Province | TN |
Entity Address, Postal Zip Code | 37027 |
City Area Code | 615 |
Local Phone Number | 263-3000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001070985 |
Title of 12(b) Security | Common Stock |
Trading Symbol | CXW |
Security Exchange Name | NYSE |
TIT%_^G"
M=G 0-
MLU@(E :L2U,7Y%O-E+HYTSRS3;I&5^,5NJ1GH9TZ=O11HTMGFL?1Z)UYXWAC08,/V[
M'I^)S+JD5QN'UV<<],:!#G[TQH$.@'3!S1([M9>.?ZQ.XP],]7;;CM%LD\[I
MJ=D^,:TEDX:7IE)1B92]