CoreCivic, Inc. Files 8-K on Financial Obligations

TL;DR

CoreCivic just filed an 8-K detailing new financial obligations and agreements.

AI Summary

On March 12, 2024, CoreCivic, Inc. entered into a Material Definitive Agreement related to its financial obligations. The company also reported the creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. This filing indicates other events and includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant financial activity for CoreCivic, Inc., potentially impacting its debt structure and operational capacity.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and financial obligations can indicate changes in a company's financial health and future commitments.

Key Players & Entities

• CoreCivic, Inc. (company) — Registrant
• March 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $500 million — blic offering (the "Notes Offering") of $500 million aggregate principal amount of 8.250% se
• $99.0 million — ebtedness of the Company, including the $99.0 million outstanding aggregate principal amount
• $675.0 m — original aggregate principal amount of $675.0 million, and the $243.1 million outstandi
• $243.1 million — cipal amount of $675.0 million, and the $243.1 million outstanding aggregate principal amount
• $250 million — original aggregate principal amount of $250 million. The Notes are effectively junior to al
• $593.1 million — ash tender offer for any and all of the $593.1 million outstanding aggregate principal amount
• $675.0 million — original aggregate principal amount of $675.0 million. A copy of the press release is attache

Filing Documents

• ny20022920x7_8k.htm (8-K) — 47KB
• ny20022920x7_ex4-1.htm (EX-4.1) — 346KB
• ny20022920x7_ex4-2.htm (EX-4.2) — 769KB
• ny20022920x7_ex5-1.htm (EX-5.1) — 45KB
• ny20022920x7_ex5-2.htm (EX-5.2) — 28KB
• ny20022920x7_ex5-3.htm (EX-5.3) — 17KB
• ny20022920x7_ex5-4.htm (EX-5.4) — 15KB
• ny20022920x7_ex5-5.htm (EX-5.5) — 16KB
• ny20022920x7_ex5-6.htm (EX-5.6) — 15KB
• ny20022920x7_ex5-7.htm (EX-5.7) — 26KB
• ny20022920x7_ex99-1.htm (EX-99.1) — 15KB
• ny20022920x7_ex5-1img001.jpg (GRAPHIC) — 5KB
• ny20022920x7_ex5-3img001.jpg (GRAPHIC) — 9KB
• ny20022920x7_ex5-4img001.jpg (GRAPHIC) — 8KB
• ny20022920x7_ex5-7img001.jpg (GRAPHIC) — 39KB
• ny20022920x7_ex99-1img001.jpg (GRAPHIC) — 16KB
• 0001140361-24-012872.txt ( ) — 1818KB
• cxw-20240312.xsd (EX-101.SCH) — 4KB
• cxw-20240312_lab.xml (EX-101.LAB) — 21KB
• cxw-20240312_pre.xml (EX-101.PRE) — 16KB
• ny20022920x7_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On March 12, 2024, CoreCivic, Inc., a Maryland corporation (the "Company"), completed the previously announced public offering (the "Notes Offering") of $500 million aggregate principal amount of 8.250% senior unsecured notes due 2029 (the "Notes"), which are fully and unconditionally guaranteed, on a senior unsecured basis, by the Guarantors (as defined below) (the "Guarantees"). The Company issued the Notes pursuant to an indenture, dated as of March 12, 2024 (the "Base Indenture"), by and between the Company, as issuer, and Equiniti Trust Company, LLC, as trustee (the "Trustee"), as amended and supplemented by the supplemental indenture dated as of March 12, 2024 (the "Supplemental Indenture"), by and among the Company, the Trustee, and the subsidiary guarantors set forth therein (the "Guarantors"). As set forth in the Supplemental Indenture, interest on the Notes will be payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning October 15, 2024, and the Notes will mature on April 15, 2029. The Notes are general unsecured senior obligations of the Company, ranking equal in right of payment with existing and future senior unsecured indebtedness of the Company, including the $99.0 million outstanding aggregate principal amount of its outstanding 8.250% senior unsecured notes due 2026, with an original aggregate principal amount of $675.0 million, and the $243.1 million outstanding aggregate principal amount of its 4.750% senior unsecured notes due 2027, with an original aggregate principal amount of $250 million. The Notes are effectively junior to all of the Company's existing and future secured indebtedness, including amounts outstanding under the Company's credit facilities, to the extent of the value of the collateral securing such indebtedness. The Guarantees rank equally in right of payment with the applicable Guarantor's existing and future senior unsecured indebte

03

Item 2.03. Creation of a Direct Financial Obligation. The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

01

Item 8.01. Other Events. On March 12, 2024, the Company issued a press release announcing the closing of the Notes Offering and expiration and results of the previously announced cash tender offer for any and all of the $593.1 million outstanding aggregate principal amount of its outstanding 8.250% senior unsecured notes due 2026, with an original aggregate principal amount of $675.0 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Certain legal opinions relating to the legality of the Notes and the Guarantees are attached as Exhibits 5.1, 5.2, 5.3, 5.4, 5.5, 5.6 and 5.7 to this Current Report on Form 8-K.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 4.1 Indenture, dated as of March 12, 2024, by and between the Company and Equiniti Trust Company, LLC, as Trustee. 4.2 Supplemental Indenture, dated as of March 12, 2024, by and among the Company, certain subsidiary guarantors and Equiniti Trust Company, LLC, as Trustee. 4.3 Form of 8.250% Note due 2029 (incorporated by reference to Exhibit A to Exhibit 4.2 hereof). 5.1 Opinion of Bass, Berry & Sims PLC. 5.2 Opinion of Bass, Berry & Sims PLC, as to matters of Texas law. 5.3 Opinion of Miles & Stockbridge P.C., as to matters of Maryland law. 5.4 Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Nevada law. 5.5 Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Colorado law. 5.6 Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of California law. 5.7 Opinion of McAfee & Taft, A Professional Corporation, as to matters of Oklahoma law. 23.1 Consent of Bass, Berry & Sims PLC (included in Exhibits 5.1 and 5.2 ). 23.2 Consent of Miles & Stockbridge P.C. (included in Exhibit 5.3). 23.3 Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibits 5.4 , 5.5 and 5.6 ). 23.4 Consent of McAfee & Taft (included in Exhibit 5.7). 99.1 Press Release, dated March 12, 2024. 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). 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 12, 2024 CORECIVIC, INC. By: /s/ David Garfinkle David Garfinkle Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR