CoreCivic, Inc. (NYSE: CXW) (“CoreCivic”) announced today that it
has commenced a cash tender offer (the “Tender Offer”) for any and
all of the $593.1 million outstanding aggregate principal amount of
its outstanding 8.25% senior unsecured notes due 2026, which were
issued with an original principal amount of $675.0 million (the
“2026 Notes”), and which are guaranteed on a senior unsecured basis
by all of CoreCivic’s subsidiaries that guarantee its existing
senior secured credit facilities and 4.75% senior unsecured notes
due October 2027.
The Tender Offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated March 4, 2024
(as it may be amended or supplemented, the “Offer to Purchase”) and
the related Notice of Guaranteed Delivery (as it may be amended or
supplemented, the “Notice of Guaranteed Delivery,” and together
with the Offer to Purchase, the “Tender Offer Documents”).
The Tender Offer is scheduled to expire at 5:00 p.m., New York
City Time, on March 11, 2024, unless extended or earlier terminated
as described in the Offer to Purchase (such time and date, as the
same may be extended, the “Expiration Time”). Holders of the 2026
Notes who validly tender (and do not validly withdraw) their 2026
Notes prior to the Expiration Time, or who comply with the
procedures set forth in the Notice of Guaranteed Delivery, will be
eligible to receive in cash $1,043.75 for each $1,000 principal
amount of 2026 Notes that are accepted for purchase in the Tender
Offer, plus accrued and unpaid interest on such 2026 Notes from the
October 15, 2023 interest payment date up to, but not including,
the settlement date for the Tender Offer, which is expected to be
March 12, 2024 (the “Settlement Date”). The payment date for any
2026 Notes tendered pursuant to a Notice of Guaranteed Delivery 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 all of the 2026 Notes accepted for purchase
pursuant to the Tender Offer, including those tendered pursuant to
the Notice of Guaranteed Delivery.
The following table sets forth certain information regarding the
2026 Notes and the Tender Offer:
Title of Security |
CUSIP Number/ISIN(1) |
Outstanding Aggregate Principal Amount |
Purchase Price Per $1,000 Principal Amount of 2026 Notes |
8.25% Senior Notes Due 2026 |
21871NAB7 / US21871NAB73 |
$593,113,000 |
$1,043.75 |
(1) No representation is made as to the
correctness or accuracy of the CUSIP/ISIN numbers listed in this
press release or printed on the 2026 Notes. Such CUSIP/ISIN numbers
have been provided solely for convenience.
Tendered 2026 Notes may be validly withdrawn at any time (i)
prior to the earlier of (x) the Expiration Time and (y) in the
event the Tender Offer is extended, the tenth business day after
commencement of the Tender Offer, and (ii) after the 60th business
day after the commencement of the Tender Offer if for any reason
the Tender Offer has not been consummated within 60 business days
after the commencement of the Tender Offer.
The Tender Offer is conditioned upon the satisfaction of certain
conditions that may be waived or changed, including the completion
of an offering (the “Notes Offering”) of senior unsecured notes
(the “New Notes”) on terms satisfactory to CoreCivic in its sole
discretion, generating aggregate proceeds (before underwriters’
discounts and commissions and other offering expenses) of at least
$450 million. The Tender Offer is not conditioned upon any minimum
amount of 2026 Notes being tendered, and the Notes Offering is not
conditioned on the completion of the Tender Offer.
The Tender Offer may be amended, extended, terminated or
withdrawn in the Company’s sole discretion and subject to
applicable law.
There is no assurance that the Tender Offer will be subscribed
for any amount. The Company intends, but is not obligated, to
redeem, in accordance with the terms of the indenture governing the
2026 Notes, any of the 2026 Notes that remain outstanding after the
expiration of the Tender Offer.
Citizens JMP Securities, LLC is acting as the dealer manager for
the Tender Offer. The information agent and tender agent is D.F.
King & Co., Inc. 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.
Questions regarding the terms of the Tender Offer may be
directed to Citizens Capital Markets at (617) 725-5783.
None of CoreCivic, its board of directors, the dealer manager,
the trustee or D.F. King & Co., Inc., or any of their
respective affiliates, is making any recommendation to holders of
the 2026 Notes as to whether to tender or refrain from tendering
2026 Notes for purchase pursuant to the Tender Offer, and neither
CoreCivic, its board of directors or any such other person has
authorized any person to make any such recommendation. Each holder
must make his, her or its own decision as to whether to tender his,
her or its 2026 Notes for purchase and, if so, the principal amount
of 2026 Notes to tender based on such holder’s assessment of
current market value and other relevant factors.
Full details of the terms and conditions of the Tender Offer are
described in the Tender Offer Documents. The Tender Offer is only
being made pursuant to, and the information in this press release
is qualified in its entirety by reference to, the Tender Offer
Documents, which are being made available to holders of the 2026
Notes. Holders of the 2026 Notes are encouraged to read the Tender
Offer Documents, as such documents contain important information
regarding the Tender Offer. This press release is neither an offer
to sell nor a solicitation of an offer to buy any securities,
including the 2026 Notes or the New 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
2026 Notes, the New 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 including statements regarding the Tender Offer, its
timing, expiration and settlement, the issuance of the New Notes by
CoreCivic and the planned redemption of the 2026 Notes that remain
outstanding following the expiration 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 U.S. Securities and
Exchange Commission (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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