CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today that it
has completed the previously announced underwritten registered
public offering of $500 million aggregate principal amount of
8.250% senior notes due 2029 (the “Notes”). The Notes are senior
unsecured obligations of CoreCivic and are guaranteed by all of its
subsidiaries that guarantee CoreCivic’s senior secured credit
facilities, the $243.1 million outstanding aggregate principal
amount of its 4.750% senior unsecured notes due October 2027, with
an original aggregate principal amount of $250 million, and 8.250%
senior unsecured notes due 2026 (the “2026 Notes”). The aggregate
net proceeds from the sale of the Notes are expected to be
approximately $490.3 million, after deducting the initial
purchasers’ discounts and commissions and estimated offering
expenses.
CoreCivic also announced today the expiration and results of its
previously announced cash tender offer (the “Tender Offer”) for any
and all of the 2026 Notes, which expired at 5:00 p.m., New York
City time, on March 11, 2024 (the “Expiration Time”). As of the
Expiration Time, $494,103,000 aggregate principal amount of 2026
Notes, or approximately 83.3% of the aggregate principal amount of
2026 Notes outstanding, had been validly tendered and not validly
withdrawn, not including any 2026 Notes that may be validly
tendered pursuant to guaranteed delivery procedures. Holders (as
defined in the Offer to Purchase dated March 4, 2024 (the “Offer to
Purchase”)) who indicated by the Expiration Time that they will
deliver their 2026 Notes through the guaranteed delivery procedures
set forth in the Offer to Purchase, must deliver their 2026 Notes
by 5:00 p.m., New York City time, on March 13, 2024. The complete
terms and conditions of the Tender Offer were set forth in the
Offer to Purchase and the related notice of guaranteed delivery
(the “Notice of Guaranteed Delivery”).
CoreCivic today accepted for purchase and paid for all the 2026
Notes validly tendered in the Tender Offer at or prior to the
Expiration Time and not validly withdrawn before the Expiration
Time. Holders of 2026 Notes who validly tendered (and did not
validly withdraw) their 2026 Notes in the Tender Offer at or prior
to the Expiration Time received in cash $1,043.75 per $1,000
principal amount of 2026 Notes (the “Purchase Price”) validly
tendered and accepted for purchase pursuant to the Offer to
Purchase, plus accrued and unpaid interest from the October 15,
2023 interest payment date for the 2026 Notes up to, but not
including, the settlement date, March 12, 2024 (the “Settlement
Date”). With respect to the 2026 Notes tendered and accepted for
purchase, if any, pursuant to the guaranteed delivery procedures
described in the Offer to Purchase, the Holders of any such 2026
Notes will receive payment of the Purchase Price for such 2026
Notes, plus accrued and unpaid interest from the October 15, 2023
interest payment date for the 2026 Notes up to, but not including,
the Settlement Date, on the payment date for any 2026 Notes
tendered pursuant to a Notice of Guaranteed Delivery, which is
expected to be March 14, 2024. All accrued and unpaid interest on
the 2026 Notes from the October 15, 2023 interest payment date up
to, but not including, the Settlement Date will cease to accrue on
the Settlement Date for the 2026 Notes accepted for purchase
pursuant to the Tender Offer, including those tendered pursuant to
the Notice of Guaranteed Delivery.
The Notes were offered pursuant to CoreCivic’s shelf
registration statement on Form S-3 (File No. 333-277631), which
became effective upon filing with the Securities and Exchange
Commission (the “SEC”) on March 4, 2024. The offering of the Notes
was made solely by means of a prospectus supplement and an
accompanying prospectus. The preliminary prospectus supplement and
accompanying prospectus relating to, and describing the terms of,
the offering of the Notes was filed with the SEC on March 4, 2024,
and are available on the SEC’s website at www.sec.gov. The final
prospectus supplement and accompanying prospectus was filed with
the SEC on March 7, 2024 and are available on the SEC’s website at
www.sec.gov. Copies of the preliminary and final prospectus
supplement and the accompanying prospectus relating to, and
describing the terms of, the offering of the Notes may be obtained
from Citizens JMP Securities, LLC, Attn: Prospectus Department, or
by telephone at (617) 725-5783.
Citizens JMP Securities, LLC is acting as the dealer manager for
the Tender Offer. The information agent and tender agent for the
Tender Offer is D.F. King & Co., Inc.
Questions regarding the terms of the Tender Offer may be
directed to Citizens Capital Markets at (617) 725-5783. Requests
for documents should be directed to D.F. King & Co., Inc. by
calling (212) 269-5550 (for banks and brokers), or (800) 549-6697
(for all others toll free), or emailing corecivic@dfking.com.
Copies of the Offer to Purchase and Notice of Guaranteed Delivery
are also available at the following web address:
http://www.dfking.com/corecivic.
CoreCivic intends to use the net proceeds from the offering of
the Notes, together with borrowings under its revolving credit
facility and/or cash on hand, to repurchase the 2026 Notes validly
tendered and accepted for purchase pursuant to the Tender Offer,
including the payment of accrued and unpaid interest, and costs and
expenses in connection with the Tender Offer. CoreCivic intends,
but is not obligated, to use a combination of borrowings under its
revolving credit facility and cash on hand, to redeem the 2026
Notes that remain outstanding following the completion of the
Tender Offer, in accordance with the indenture governing the 2026
Notes, including the payment of all premiums, accrued interest and
costs and expenses in connection with the redemption of such 2026
Notes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, including the 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 Notes, the 2026 Notes or any
other securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful.
About CoreCivicCoreCivic is a diversified,
government-solutions company with the scale and experience needed
to solve tough government challenges in flexible, cost-effective
ways. CoreCivic provides a broad range of solutions to government
partners that serve the public good through high-quality
corrections and detention management, a network of residential and
non-residential alternatives to incarceration to help address
America’s recidivism crisis, and government real estate solutions.
CoreCivic is the nation’s largest owner of partnership
correctional, detention and residential reentry facilities, and one
of the largest prison operators in the United States. CoreCivic has
been a flexible and dependable partner for government for 40 years.
CoreCivic’s employees are driven by a deep sense of service, high
standards of professionalism and a responsibility to help
government better the public good. Learn more at
www.corecivic.com.
Cautionary Note Regarding Forward-Looking
StatementsThis press release includes forward-looking
statements concerning the amount and CoreCivic’s intended use of
proceeds from the completed underwritten public offering of the
Notes and the planned redemption of the 2026 Notes that remain
outstanding following the completion 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 CoreCivic with the SEC and include the risk
factors described in CoreCivic’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, filed with the SEC on February
20, 2024. Except as required by applicable law, CoreCivic
undertakes no obligation to update forward-looking statements made
by it to reflect events or circumstances occurring after the date
hereof or the occurrence of unanticipated events.
Contact:Investors: Mike Grant -
Managing Director, Investor Relations - (615) 263-6957Financial
Media: David Gutierrez, Dresner Corporate Services - (312)
780-7204
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