UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2024
(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
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37027
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(Address of principal executive offices)
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(Zip Code)
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(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:
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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(s)
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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. ☐
On March 4, 2024, CoreCivic, Inc., a
Maryland corporation (the “Company”) announced the offering, in an underwritten public offering, subject to market and other conditions, of up to $450 million aggregate principal amount of senior unsecured notes due 2029 (the “New Notes”). The New Notes are being offered pursuant to an automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on March 4, 2024,
as amended (File No. 333-277631).
A copy of the press release announcing the intention of the Company to offer the New Notes is attached as Exhibit 99.1
to this Current Report on Form 8-K (“Form 8-K”) and is incorporated herein by reference.
In addition, on March 4, 2024, the Company issued a separate press release announcing the commencement of a cash tender
offer (the “Tender Offer”) by the Company to purchase any and all of its 8.25% senior notes due 2026 with $593.1 million aggregate principal amount outstanding (the “2026 Notes”). A copy of the press release announcing Tender Offer is attached as
Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
This Form 8-K, including the Exhibits hereto, is neither an offer to sell nor a solicitation of an offer to buy any
securities, including the New Notes or the 2026 Notes, nor shall it constitute a notice of redemption under the indenture governing the 2026 Notes, nor shall there be any offer, solicitation or sale of the New Notes, the 2026 Notes or any other
securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
This Form 8-K includes forward-looking
statements regarding the Company’s intention to issue the New Notes, the Company’s expectation of the aggregate principal amount of New Notes to be sold and the Company’s intended use of the net proceeds from the issues of the New Notes, the Tender
Offer, including its timing, expiration and settlement, and the planned redemption of the 2026 Notes that remain outstanding following the expiration of the Tender Offer. These forward-looking statements may include words such as “anticipate,”
“estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial
performance or other events. Such forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. These forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from the statements made. Important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the SEC and include risk factors described in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 20, 2024, as well as the risks identified in the preliminary prospectus supplement relating to the offering of the New Notes under the
heading “Risk Factors.” Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof or the occurrence of unanticipated events.
Item 9.01
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Financial Statements and Exhibits |
(d) Exhibits.
| 99.1 |
Press Release, dated March 4, 2024.
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| 99.2 |
Press Release, dated March 4, 2024.
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| 104 |
Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.
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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: March 4, 2024
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CORECIVIC, INC.
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By:
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David Garfinkle
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Executive Vice President and Chief Financial Officer
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