CoreCivic Announces Proposed $450 Million Senior Notes Offering
March 04 2024 - 2:12PM
CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today that it
intends to offer, subject to market and other conditions, up to
$450 million aggregate principal amount of senior notes due 2029
(the “Notes”). The Notes will be senior unsecured obligations of
CoreCivic and will be guaranteed on a senior unsecured basis by all
of CoreCivic’s subsidiaries that guarantee its existing senior
secured credit facilities, 4.75% senior unsecured notes due October
2027 and 8.25% senior unsecured notes due 2026 (the “2026 Notes”).
CoreCivic intends to use the net proceeds of this offering,
together with borrowings under CoreCivic’s revolving credit
facility and cash on hand, to fund the concurrent cash tender offer
for any and all of the $593.1 million outstanding aggregate
principal amount of 2026 Notes (the “Tender Offer”), and, if and to
the extent necessary, to redeem any of the 2026 Notes that remain
outstanding thereafter, 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 Tender Offer
and redemption of the 2026 Notes, after the expiration of the
Tender Offer. There can be no assurance that the offering of the
Notes or the Tender Offer will be consummated.
Citizens JMP Securities, LLC is acting as left lead underwriter,
StoneX Financial Inc. and FHN Financial Securities Corp. are acting
as joint bookrunners, and Wedbush Securities Inc. and TCBI
Securities, Inc. are acting as co-managers for the offering.
The Notes are being offered pursuant to CoreCivic’s shelf
registration statement on Form S-3, which became effective upon
filing with the Securities and Exchange Commission (the “SEC”) on
March 4, 2024. The offering of the Notes is being 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
will be filed with the SEC and will be available on the SEC’s
website at www.sec.gov. When available, copies of the preliminary
prospectus supplement and accompanying prospectus may be obtained
from Citizens JMP Securities, LLC, Attn: Prospectus Department, or
by telephone at (617) 725-5783.
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 CoreCivic’s intention to issue the Notes,
CoreCivic’s expectation of the aggregate principal amount of the
Notes to be sold and its intended use of the net proceeds from the
issuance of the Notes. 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, as well as the risks identified in the preliminary prospectus
supplement relating to the offering of the Notes under the heading
“Risk Factors.” 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) 263-6957 |
|
Financial Media: David Gutierrez, Dresner Corporate Services -
(312) 780-7204 |
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