CoreCivic Announces Upsizing and Pricing of $450 Million 8.25% Senior Notes Due 2026
April 07 2021 - 6:09PM
CoreCivic, Inc. (NYSE: CXW) (the “Company")
announced today that it successfully upsized and priced its
offering of $450,000,000 aggregate principal amount of 8.25% senior
unsecured notes due 2026 (the “Notes”). The aggregate principal
amount of the Notes to be issued in the offering was increased to
$450 million from the previously announced $400 million. The Notes
were priced at 99.0% of face value and thus will have an effective
yield to maturity of 8.50%. The aggregate net proceeds from the
sale of the Notes are expected to be approximately $435.1 million,
after deducting the underwriting discounts and estimated offering
expenses. CoreCivic intends to use a significant amount of the net
proceeds from the offering of the Notes (i) to redeem all $250
million principal amount of its outstanding 5.00% senior notes due
2022 (the “2022 Senior Notes”), including the payment of the
applicable make-whole amount and accrued interest, and (ii) to
otherwise repay or reduce its other indebtedness, which may include
repurchasing or redeeming a portion of its $350 million principal
amount of 4.625% senior notes due 2023 (the “2023 Senior Notes”).
CoreCivic may use any remaining proceeds for general corporate
purposes. There can be no assurance that the offering of the Notes,
the redemption of the 2022 Senior Notes, or any other debt
reduction will be consummated.
Imperial Capital is acting as left lead underwriter, StoneX
Financial Inc. is acting as joint bookrunner, and Wedbush
Securities Inc. is acting as co-manager for the offering.
The Notes are being offered pursuant to CoreCivic’s effective
shelf registration statement on Form S-3ASR, which became effective
upon filing with the Securities and Exchange Commission on April 6,
2021. A preliminary prospectus supplement describing the terms of
the offering has been filed with the Securities and Exchange
Commission and is available at www.sec.gov. The offering may be
made only by means of a prospectus supplement and the accompanying
prospectus. Copies of the preliminary prospectus supplement and
accompanying prospectus relating to this offering may be obtained
at Imperial Capital, LLC, 10100 Santa Monica Boulevard, Suite 2400,
Los Angeles, CA 90067, Attn: Prospectus Department, or by telephone
at (310) 246-3700.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor shall it
constitute a notice of redemption under the indenture governing the
2022 Senior Notes or the indenture governing the 2023 Senior Notes,
nor shall there be any offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
This press release includes forward-looking statements regarding
CoreCivic’s intention to issue the Notes and its intended use of
the net proceeds from the issuance of the Notes. These
forward-looking statements may be affected by risks and
uncertainties in CoreCivic’s business and market conditions. This
information is qualified in its entirety by cautionary statements
and risk factor disclosures contained in CoreCivic’s Securities and
Exchange Commission filings, including CoreCivic’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, filed with
the Securities and Exchange Commission on February 22, 2021, as
well as the risks identified in the preliminary prospectus
supplement and the accompanying prospectus relating to the
offering. CoreCivic wishes to caution readers that certain
important factors may have affected and could in the future affect
CoreCivic’s actual results and could cause CoreCivic’s actual
results for subsequent periods to differ materially from those
expressed in any forward-looking statement made by or on behalf of
CoreCivic, including the risk that the offering of the Notes cannot
be successfully completed. CoreCivic undertakes no obligation to
update forward-looking statements to reflect events or
circumstances after the date hereof.
About CoreCivic
CoreCivic 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
corrections and detention management, a network of residential
reentry centers 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 believes it is the largest private owner of
real estate used by U.S. government agencies. CoreCivic has been a
flexible and dependable partner for government for more than 35
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.
Contact: |
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Investors: Cameron Hopewell - Managing Director, Investor Relations
- (615) 263-3024Media: Steve Owen - Vice President, Communications
- (615) 263-3107 |
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