Item 1.01. Entry into a Material Definitive Agreement.
On August 28, 2018, CoreCivic, Inc. (the Company) entered into an Amended and Restated ATM Equity Offering
SM
Sales Agreement (the Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., Jefferies LLC and Fifth Third Securities, Inc.
(collectively, the Agents), pursuant to which the Company may offer and sell to or through the Agents, from time to time, shares of the Companys common stock, par value $0.01 per share (Common Stock), having an
aggregate gross sales price of up to $200,000,000 (the Shares). Sales, if any, of Shares will be made primarily in
at-the-market
offerings,
as defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act), including sales made directly on the New York Stock Exchange, the existing trading market for the Common Stock, or otherwise at market prices
prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Agents will receive from the Company a commission not to exceed 2.0% of the gross sales price of any Shares sold through them as agents under
the Agreement.
The Company intends to use substantially all of the net proceeds from this offering to repay outstanding borrowings or for
working capital and other general corporate purposes, which may include investments.
The Shares will be offered and sold pursuant to the
Companys Registration Statement on
Form S-3
(File
No. 333-227078)
(the Registration Statement) previously filed by the Company under the
Securities Act, which Registration Statement became effective automatically upon filing with the Securities and Exchange Commission on August 28, 2018.
A copy of the Agreement is filed herewith as Exhibit 1.1 and is incorporated by reference herein. The foregoing description of the
material terms of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Miles & Stockbridge P.C., relating to the validity of the Shares to be issued pursuant to the Sales
Agreement, is filed with this Current Report on
Form 8-K
report as Exhibit 5.1.
This
Current Report on
Form 8-K
shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Common Stock in any state in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.