CoreCivic Announces Upsizing and Pricing of $500 Million 8.25% Senior Notes Due 2029
March 05 2024 - 6:12PM
CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today that it
successfully upsized and priced its offering of $500 million
aggregate principal amount of 8.25%
senior
notes due 2029 (the “Notes”). The aggregate principal amount of the
Notes to be issued in the offering was increased to $500 million
from the previously announced $450 million. 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”).
The aggregate net proceeds from the sale of the Notes are
expected to be approximately $490.3 million, after deducting the
underwriting discounts and estimated offering expenses. CoreCivic
intends to use the net proceeds, 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
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 will be filed with the SEC and will be
available on the SEC’s website at www.sec.gov. When available,
copies of the final prospectus supplement and 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.
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 and
CoreCivic’s 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) 263-6957Financial Media: David Gutierrez, Dresner Corporate
Services - (312) 780-7204
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