CoreCivic, Inc. Enters Material Definitive Agreement
Ticker: CXW · Form: 8-K · Filed: Mar 7, 2024 · CIK: 1070985
| Field | Detail |
|---|---|
| Company | Corecivic, INC. (CXW) |
| Form Type | 8-K |
| Filed Date | Mar 7, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $500 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-definitive-agreement, reit, corporate-structure
TL;DR
CoreCivic just signed a big deal, likely related to its REIT status.
AI Summary
On March 5, 2024, CoreCivic, Inc. entered into a Material Definitive Agreement related to its real estate investment trust (REIT) status. The company, formerly known as Corrections Corporation of America, is headquartered in Brentwood, Tennessee.
Why It Matters
This filing indicates a significant contractual development for CoreCivic, Inc., potentially impacting its operational structure or financial arrangements as a REIT.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or alter existing ones related to financial obligations, operational changes, or regulatory compliance.
Key Numbers
- 001-16109 — SEC File Number (Identifies the specific SEC filing for CoreCivic, Inc.)
- 62-1763875 — IRS Employer Identification No. (Tax identification number for CoreCivic, Inc.)
Key Players & Entities
- CoreCivic, Inc. (company) — Registrant
- March 5, 2024 (date) — Date of earliest event reported
- Corrections Corporation of America (company) — Former company name
- 5501 Virginia Way, Brentwood, Tennessee 37027 (location) — Principal executive office address
FAQ
What is the nature of the Material Definitive Agreement CoreCivic, Inc. entered into?
The filing indicates an 'Entry into a Material Definitive Agreement' as an item of disclosure, but the specific details of the agreement are not provided in this excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on March 5, 2024.
What is CoreCivic, Inc.'s state of incorporation?
CoreCivic, Inc. is incorporated in Maryland.
What was CoreCivic, Inc. formerly known as?
CoreCivic, Inc. was formerly known as Corrections Corporation of America.
Where are CoreCivic, Inc.'s principal executive offices located?
CoreCivic, Inc.'s principal executive offices are located at 5501 Virginia Way, Brentwood, Tennessee 37027.
Filing Stats: 749 words · 3 min read · ~2 pages · Grade level 11.4 · Accepted 2024-03-07 06:57:00
Key Financial Figures
- $500 million — writers"), for the issuance and sale of $500 million aggregate principal amount of the Compa
Filing Documents
- ny20022920x5_8k.htm (8-K) — 37KB
- ny20022920x5_ex1-1.htm (EX-1.1) — 279KB
- ny20022920x5_ex99-1.htm (EX-99.1) — 13KB
- ny20022920x5_ex99-1img01.jpg (GRAPHIC) — 7KB
- 0001140361-24-011861.txt ( ) — 532KB
- cxw-20240305.xsd (EX-101.SCH) — 4KB
- cxw-20240305_lab.xml (EX-101.LAB) — 21KB
- cxw-20240305_pre.xml (EX-101.PRE) — 16KB
- ny20022920x5_8k_htm.xml (XML) — 4KB
01
Item 1.01. Entry into a Material Definitive Agreement. On March 5, 2024, CoreCivic, Inc., a Maryland corporation (the "Company"), and the subsidiary guarantors of the Company named therein (the "Guarantors") entered into an underwriting agreement (the "Underwriting Agreement") with Citizens JMP Securities, LLC, as representative of the underwriters listed on Schedule A thereto (the "Underwriters"), for the issuance and sale of $500 million aggregate principal amount of the Company's 8.250% senior unsecured notes due 2029 (the "Notes"). The Notes will be issued by the Company and will be unconditionally guaranteed on a senior unsecured basis by the Guarantors (the "Guarantees"). The Notes are being offered pursuant to an automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on March 4, 2024 (File No. 333-277631) (the "Registration Statement"). The Company and the Guarantors have made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company, the Guarantors, the Registration Statement and offering documents related to the offering of the Notes and the Guarantees. The Company and the Guarantors have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Subject to customary closing conditions, the sale of the Notes is expected to close on or about March 12, 2024. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
01
Item 8.01. Other Events. On March 5, 2024, the Company issued a press release announcing the pricing of its public offering of the Notes. A copy of the press release announcing the pricing of the Notes is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Financial Statements and Exhibits
Financial Statements and Exhibits (d) Exhibits. 1.1* Underwriting Agreement, dated March 5, 2024, by and among the Company, the subsidiary guarantors named therein, and Citizens JMP Securities, LLC, as representative of the several underwriters named therein. 99.1 Press Release, dated March 5, 2024. 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. * Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 7, 2024 CORECIVIC, INC. By: /s/ David Garfinkle David Garfinkle Executive Vice President and Chief Financial Officer