| | Per Note | | | Total | |
Initial price to public(1) | | | % | | | $ |
Underwriting discounts and commissions | | | % | | | $ |
Proceeds, before expenses, to CoreCivic | | | % | | | $ |
(1) | Plus accrued interest from , 2021 if settlement occurs after that date. |
| | Per Note | | | Total | |
Initial price to public(1) | | | % | | | $ |
Underwriting discounts and commissions | | | % | | | $ |
Proceeds, before expenses, to CoreCivic | | | % | | | $ |
(1) | Plus accrued interest from , 2021 if settlement occurs after that date. |
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• | changes in government policy (including the United States Department of Justice (“DOJ”) not renewing or entering into contracts as a result of the Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities (“Private Prison EO”) (two agencies of the DOJ, the United States Federal Bureau of Prisons (“BOP”) and the United States Marshals Service (“USMS”), utilize our services)), legislation and regulations that affect utilization of the private sector for corrections, detention, and residential reentry services, in general, or our business, in particular, including, but not limited to, the continued utilization of our correctional and detention facilities by the federal government, and the impact of any changes to immigration reform and sentencing laws; |
• | our ability to obtain and maintain correctional, detention, and residential reentry facility management contracts because of reasons including, but not limited to, sufficient governmental appropriations, contract compliance, negative publicity and effects of inmate disturbances; |
• | changes in the privatization of the corrections and detention industry, the acceptance of our services, the timing of the opening of new facilities and the commencement of new management contracts (including the extent and pace at which new contracts are utilized), as well as our ability to utilize available beds; |
• | general economic and market conditions, including, but not limited to, the impact governmental budgets can have on our contract renewals and renegotiations, per diem rates, and occupancy; |
• | fluctuations in our operating results because of, among other things, changes in occupancy levels, competition, contract renegotiations or terminations, increases in costs of operations, fluctuations in interest rates and risks of operations; |
• | the duration of the federal government’s denial of entry at the United States southern border to asylum-seekers and anyone crossing the southern border without proper documentation or authority in an effort to contain the spread of the novel coronavirus (“COVID-19”); |
• | government and staff responses to staff or residents testing positive for COVID-19 within public and private correctional, detention and reentry facilities, including the facilities we operate; |
• | the location and duration of shelter in place orders and other restrictions associated with COVID-19 that disrupt the criminal justice system, along with government policies on prosecutions and newly ordered legal restrictions that affect the number of people placed in correctional, detention, and reentry facilities; |
• | whether revoking our real estate investment trust (“REIT”) election, effective January 1, 2021, and our revised capital allocation strategy can be implemented in a cost effective manner that provides the expected benefits; |
• | our ability to successfully identify and consummate future development and acquisition opportunities and our ability to successfully integrate the operations of our completed acquisitions and realize projected returns resulting therefrom; |
• | increases in costs to develop or expand real estate properties that exceed original estimates, or the inability to complete such projects on schedule as a result of various factors, many of which are |
• | our ability, following our revocation of our REIT election, to identify and initiate service opportunities that were unavailable under the REIT structure; |
• | our ability to have met and maintained qualification for taxation as a REIT for the years we elected REIT status; and |
• | the availability of debt and equity financing on terms that are favorable to us, or at all. |
• | Our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 22, 2021 (including the portions of the Company’s proxy statement on Schedule 14A for the Company’s 2021 Annual Meeting of Stockholders filed with the SEC on March 30, 2021 that are incorporated by reference therein); and |
• | Our Current Report on Form 8-K filed with the SEC on April 6, 2021. |
• | In our CoreCivic Safety segment, we own, or control via a long-term lease, 12.9 million square feet of real estate used to provide innovative, comprehensive, flexible, turn-key correctional and detention services to federal, state and local government agencies. As of December 31, 2020, our CoreCivic Safety segment operated 47 facilities, 42 of which we owned, with a total design capacity of 70,003 beds, making us the nation’s largest private prison owner and one of the largest prison operators in the United States. Six facilities in our Safety segment were idle as of December 31, 2020, containing 7,066 beds, and are available for growth opportunities. |
• | In our CoreCivic Community segment, we own, or control via a long-term lease, 0.7 million square feet of real estate representing, as of December 31, 2020, 27 residential reentry centers with a design capacity of 5,233 beds, making us the second largest community corrections owner and operator in the United States. Three of our residential reentry centers, containing 650 beds, were idle as of December 31, 2020, excluding our Turley Residential Center in Oklahoma. In the fourth quarter of 2020, we were awarded a new contract with the BOP for home confinement services to be provided in the state of Oklahoma. As a result of this award, we reactivated the Turley facility, which was idled in 2019, in the first quarter of 2021. |
• | In our CoreCivic Properties segment, as of December 31, 2020, we owned 2.7 million square feet of real estate representing 15 properties that are for lease to third parties and used by government agencies. |
• | the first company to design, build, and operate a private prison; |
• | the first company to manage a private maximum-security facility under a direct contract with the federal government; |
• | the first company to purchase a government-owned correctional facility from a government agency in the United States and to manage the facility for the government agency; |
• | the first company to lease a private prison to a state government; and |
• | the first company to develop a privately-owned, build-to-suit correctional facility to be operated by a government agency through a long-term lease agreement. |
• | rank equally in right of payment to all of our existing and future senior indebtedness; |
• | rank senior in right of payment to all of our existing and future subordinated indebtedness; |
• | be effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and |
• | be structurally subordinated to all of our existing and future indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries (other than indebtedness and liabilities owed to us). |
• | rank equally in right of payment to all existing and future senior indebtedness of such guarantor subsidiary; |
• | rank senior in right of payment to all existing and future indebtedness of such guarantor subsidiary that is expressly subordinated to the notes; |
• | be effectively subordinated to all existing and future secured indebtedness of such guarantor subsidiary to the extent of the value of the collateral securing such indebtedness; and |
• | be structurally subordinated to all of the existing and future indebtedness and liabilities, including trade payables, of our non-guarantor subsidiaries. |
• | we and the subsidiary guarantors had $657.4 million of secured indebtedness; |
• | we and the subsidiary guarantors had $850.0 million of senior, unsecured indebtedness; and |
• | our subsidiaries that do not guarantee the notes had $302.1 million of indebtedness. |
• | incur indebtedness; |
• | pay dividends, prepay indebtedness ranking junior to the notes or make investments; |
• | incur certain liens; and |
• | consolidate, merge or transfer all or substantially all of our assets. |
(in thousands) | | | For the Years Ended December 31, | ||||||
STATEMENT OF OPERATIONS: | | | 2020 | | | 2019 | | | 2018 |
REVENUES | | | $1,905,485 | | | $1,980,689 | | | $1,835,766 |
EXPENSES: | | | | | | | |||
Operating | | | 1,406,376 | | | 1,422,769 | | | 1,315,250 |
General and administrative | | | 124,338 | | | 127,078 | | | 106,865 |
Depreciation and amortization | | | 150,861 | | | 144,572 | | | 156,501 |
Contingent consideration for acquisition of businesses | | | 620 | | | — | | | 6,085 |
Asset impairments | | | 60,628 | | | 4,706 | | | 1,580 |
| | 1,742,823 | | | 1,699,125 | | | 1,586,281 | |
OPERATING INCOME | | | 162,662 | | | 281,564 | | | 249,485 |
OTHER (INCOME) EXPENSE: | | | | | | | |||
Interest expense, net | | | 83,299 | | | 84,401 | | | 80,753 |
Expenses associated with debt repayments and refinancing transactions | | | 7,141 | | | 602 | | | 1,016 |
Loss (gain) on sale of real estate assets | | | 13,023 | | | (287) | | | — |
Other (income) expense | | | (525) | | | 123 | | | 156 |
| | 102,938 | | | 84,839 | | | 81,925 | |
INCOME BEFORE INCOME TAXES | | | 59,724 | | | 196,725 | | | 167,560 |
Income tax expense | | | (4,386) | | | (7,839) | | | (8,353) |
NET INCOME | | | 55,338 | | | 188,886 | | | 159,207 |
Net income attributable to non-controlling interest | | | (1,181) | | | — | | | — |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | | | 54,157 | | | 188,886 | | | 159,207 |
| | For the Years Ended December 31, | |||||||
(in thousands) | | | 2020 | | | 2019 | | | 2018 |
BALANCE SHEET DATA: | | | | | | | |||
Total assets | | | $3,709,315 | | | $3,791,631 | | | $3,655,660 |
Total debt | | | $1,786,751 | | | $1,959,372 | | | $1,801,676 |
Total liabilities | | | $2,295,873 | | | $2,414,882 | | | $2,240,601 |
Total equity | | | $1,413,442 | | | $1,376,749 | | | $1,415,059 |
| | For the Years Ended December 31, | |||||||
(in thousands) | | | 2020 | | | 2019 | | | 2018 |
NON-GAAP FINANCIAL DATA(1): | | | | | | | |||
Funds From Operations | | | $195,319 | | | $300,429 | | | $262,558 |
Normalized Funds From Operations | | | $271,768 | | | $311,921 | | | $273,779 |
EBITDA | | | $304,038 | | | $427,958 | | | $406,190 |
Adjusted EBITDA | | | $404,805 | | | $443,878 | | | $395,952 |
Restricted Adjusted EBITDA | | | $373,158 | | | $429,471 | | | $390,810 |
| | For the Year Ended December 31, 2020 | ||||
(in thousands) | | | Actual | | | As Adjusted(2) |
SUPPLEMENTAL NON-GAAP FINANCIAL DATA: | | | | | ||
Ratio of Debt (less cash) to Restricted Adjusted EBITDA(3) | | | 3.7x | | |
(1) | EBITDA, Adjusted EBITDA, Restricted Adjusted EBITDA, Funds From Operations (“FFO”), and Normalized FFO are non-GAAP financial measures. We believe that these measures are important operating measures that supplement discussion and analysis of our results of operations and are used to review and assess our operating performance and our properties and their management teams. We believe that it is useful to provide investors, lenders and security analysts disclosures of our results of operations on the same basis that is used by management. FFO, in particular, is a widely accepted non-GAAP supplemental measure of the performance of real estate companies, grounded in the standards for FFO established by the National Association of Real Estate Investment Trusts (“NAREIT”). |
(2) | As adjusted to give effect to the issuance and sale by us of the notes in this offering, after deducting the underwriting discounts and our estimated offering expenses, as well as the application of the net proceeds thereof to redeem the 2022 Senior Notes, including the payment of the applicable make-whole amount. |
(3) | Excludes non-recourse debt and EBITDA of our Unrestricted Subsidiaries. For the year ended December 31, 2020, the aggregate non-recourse debt and EBITDA for the Unrestricted Subsidiaries was $302.1 million and $31.6 million, respectively. |
| | For the Years Ended December 31, | |||||||
| | 2020 | | | 2019 | | | 2018 | |
FUNDS FROM OPERATIONS: | | | | | | | |||
Net income | | | $55,338 | | | $188,886 | | | $159,207 |
Depreciation and amortization of real estate assets | | | 112,046 | | | 107,402 | | | 101,771 |
Impairment of real estate assets | | | 14,380 | | | 4,428 | | | 1,580 |
Loss (gain) on sale of real estate assets, net of taxes | | | 13,555 | | | (287) | | | — |
Funds From Operations | | | 195,319 | | | 300,429 | | | 262,558 |
Expenses associated with debt repayments and refinancing transactions | | | 7,141 | | | 602 | | | 1,016 |
Charges associated with adoption of tax reform | | | — | | | — | | | 1,024 |
Expenses associated with mergers and acquisitions | | | 338 | | | 1,132 | | | 3,096 |
| | For the Years Ended December 31, | |||||||
| | 2020 | | | 2019 | | | 2018 | |
Contingent consideration for acquisition of businesses | | | 620 | | | — | | | 6,085 |
Expenses associated with COVID-19 | | | 13,777 | | | — | | | — |
Expenses associated with changes in corporate tax structure | | | 5,240 | | | — | | | — |
Deferred tax expense on Kansas lease structure | | | 3,085 | | | — | | | — |
Start-up expenses | | | — | | | 9,480 | | | — |
Goodwill and other impairments | | | 46,248 | | | 278 | | | — |
Normalized Funds From Operations | | | $271,768 | | | $311,921 | | | $273,779 |
| | For the Years Ended December 31, | |||||||
| | 2020 | | | 2019 | | | 2018 | |
EBITDA and ADJUSTED EBITDA | | | | | | | |||
Net income | | | $55,338 | | | $188,886 | | | $159,207 |
Interest expense | | | 93,453 | | | 86,661 | | | 82,129 |
Depreciation and amortization | | | 150,861 | | | 144,572 | | | 156,501 |
Income tax expense | | | 4,386 | | | 7,839 | | | 8,353 |
EBITDA | | | $304,038 | | | $427,958 | | | $406,190 |
Expenses associated with debt repayments and refinancing transactions | | | 7,141 | | | 602 | | | 1,016 |
Expenses associated with mergers and acquisitions | | | 338 | | | 1,132 | | | 3,096 |
Contingent consideration for acquisition of businesses | | | 620 | | | — | | | 6,085 |
Expenses associated with COVID-19 | | | 13,777 | | | — | | | — |
Expenses associated with changes in corporate tax structure | | | 5,240 | | | — | | | — |
Start-up expenses | | | — | | | 9,480 | | | — |
Depreciation expense associated with STFRC(1) lease | | | — | | | — | | | (16,453) |
Interest expense associated with STFRC lease | | | — | | | — | | | (5,562) |
Loss on sale of real estate assets | | | 13,023 | | | — | | | — |
Asset impairments | | | 60,628 | | | 4,706 | | | 1,580 |
Adjusted EBITDA | | | $404,805 | | | $443,878 | | | $395,952 |
EBITDA from Unrestricted Subsidiaries(2) | | | $(31,647) | | | $(14,407) | | | $(5,142) |
Restricted Adjusted EBITDA(3) | | | $373,158 | | | $429,471 | | | $390,810 |
(1) | STFRC means the South Texas Family Residential Center. |
(2) | Consists of the portion of EBITDA attributable to our Unrestricted Subsidiaries. |
(3) | Restricted Adjusted EBITDA is calculated as Adjusted EBITDA after deducting EBITDA attributable to the Unrestricted Subsidiaries. |
• | make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes issued in this offering; |
• | increase our vulnerability to general adverse economic and industry conditions; |
• | require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, dividends, and other general corporate purposes; |
• | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; |
• | restrict us from pursuing strategic acquisitions or certain other business opportunities; |
• | place us at a competitive disadvantage compared to our competitors that have less debt; and |
• | limit our ability to borrow additional funds or refinance existing indebtedness on favorable terms. |
• | require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the notes in the event that we experience material adverse changes in our financial condition or results of operations; or |
• | restrict our ability to engage in any acquisition or other transaction, other than our ability to merge or consolidate with, or sell all or substantially all of our assets to, another person without the surviving or transferring person (if other than CoreCivic) assuming the obligations under the notes. |
• | were insolvent or rendered insolvent by reason of such indebtedness; |
• | were engaged in, or about to engage in, a business or transaction for which our remaining assets constituted unreasonably small capital; or |
• | intended to incur, or believed that we would incur, debts beyond our ability to repay such debts as they mature. |
• | the sum of our debts, including contingent liabilities, was greater than the fair saleable value of all our assets; |
• | the present fair saleable value of our assets was less than the amount that would be required to pay our probable liability on existing debts, including contingent liabilities, as they become absolute and mature; or |
• | we could not pay our debts as they become due. |
• | prevailing interest rates, increases in which may have an adverse effect on the market value of the notes; |
• | the market for similar securities issued by other companies in our industry; |
• | general economic and financial market conditions; |
• | the financial condition, performance and prospects of us and our competitors; |
• | changes in financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry; |
• | changes in our credit ratings; and |
• | actual or anticipated variations in quarterly operating results of us and our competitors. |
| | As of December 31, 2020 | ||||
(dollars in thousands) | | | Actual | | | As Adjusted |
Cash and cash equivalents | | | $113,219 | | | |
Debt (including current maturities): | | | | | ||
Revolving Credit Facility(1) | | | $219,000 | | | |
Term Loan A | | | 180,000 | | | |
Term Loan B | | | 237,500 | | | |
4.625% Senior Notes due 2023 | | | 350,000 | | | |
5.00% Senior Notes due 2022 | | | 250,000 | | | |
4.75% Senior Notes due 2027 | | | 250,000 | | | |
% Senior Notes due 2026 offered hereby | | | — | | | |
4.5% Capital Commerce Center Non-Recourse Mortgage Note maturing January 2033 | | | 20,934 | | | |
4.43% Lansing Correctional Center Non-Recourse Mortgage Note maturing January 2040 | | | 157,607 | | | |
4.5% SSA-Baltimore Non-Recourse Mortgage Note maturing February 2034 | | | 144,476 | | ||
Total long-term debt | | | $1,809,517 | | | |
Total equity | | | $1,413,442 | | | |
Total capitalization | | | $3,222,959 | | |
(1) | Amounts shown do not include an additional approximately $14.8 million of outstanding letters of credit as of December 31, 2020. |
• | will be general unsecured obligations of CoreCivic; |
• | will be equal in right of payment with each other and with all existing and future unsecured senior Indebtedness of CoreCivic; |
• | will be senior in right of payment to any future subordinated Indebtedness of CoreCivic; and |
• | will be guaranteed by the Guarantors. |
• | will be a general senior unsecured obligation of such Guarantor; |
• | will be equal in right of payment with each other and to all existing and future senior unsecured Indebtedness of that Guarantor; |
• | will be senior in right of payment to any future subordinated Indebtedness of that Guarantor; and |
• | will be effectively subordinate to any obligations of such Guarantor under any existing or future secured indebtedness (including obligations under our Bank Credit Facilities and Term Loan B), to the extent of the value of the collateral securing such obligations. |
Year | | | Percentage |
2024 | | | % |
2025 and thereafter | | | % |
• | any aspect of the records of DTC or any participant or indirect participant relating to payments made on account of a Book-Entry Interest or for maintaining, supervising or reviewing the records of DTC, or any participant or indirect participant relating to or payments made on account of a Book-Entry Interest; or |
• | DTC or any participant or indirect participant. |
• | if DTC notifies CoreCivic that it is unwilling or unable to continue as depositary for the Global Note, or DTC ceases to be a clearing agency registered under the Exchange Act and, in either case, a qualified successor depositary is not appointed by CoreCivic within 120 days; or |
• | if an event of default under the indenture occurred or is continuing and the owner of a Book-Entry Interest requests such exchange in writing delivered through DTC. |
• | a limited purpose trust company organized under the New York Banking Law; |
• | a “banking organization” under New York Banking Law; |
• | a member of the Federal Reserve System; |
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
• | a “clearing agency” registered under Section 17A of the Exchange Act. |
• | an individual that is a citizen or resident of the United States, |
• | a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state therein or the District of Columbia, |
• | an estate the income of which is subject to U.S. federal income tax regardless of its source, or |
• | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
• | the interest paid on the note is not income that is effectively connected with a United States trade or business carried on by the non-U.S. holder (“ECI”); |
• | the non-U.S. holder is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership; |
• | the non-U.S. holder does not actually or constructively (pursuant to the rules of Section 871(h)(3)(C) of the Code) own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote; and |
• | certain certification requirements are met (generally by providing a properly completed and duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or a suitable substitute or successor form)). |
• | the gain is effectively connected with the conduct of a trade or business within the United States by the non-U.S. holder (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder in the United States); or |
• | in the case of a non-U.S. holder who is a nonresident alien individual, such holder is present in the United States for 183 or more days in the taxable year of the disposition and certain other requirements are met. |
Underwriter | | | Principal Amount of Notes |
Imperial Capital, LLC | | | |
StoneX Financial Inc. | | | |
Wedbush Securities Inc. | | | |
Total | | | $400,000,000 |
Underwriters | | | Paid by Company |
Per Note | | | % |
Total | | | $ |
• | our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 22, 2021 (including the portions of the Company’s proxy statement on Schedule 14A for the Company’s 2021 Annual Meeting of Stockholders filed with the SEC on March 30, 2021 that are incorporated by reference therein); |
• | our Current Report on Form 8-K filed with the SEC on April 6, 2021; and |
• | the description of our common stock set forth in Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on April 6, 2021. |
• | changes in government policy (including the United States Department of Justice (“DOJ”) not renewing or entering into contracts as a result of President Biden’s January 2021 Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities (two agencies of the DOJ, the Federal Bureau of Prisons, and the United States Marshals Service, utilize our services)), legislation and regulations that affect utilization of the private sector for corrections, detention, and residential reentry services, in general, or our business, in particular, including, but not limited to, the continued utilization of our correctional and detention facilities by the federal government, and the impact of any changes to immigration reform and sentencing laws; |
• | our ability to obtain and maintain correctional, detention, and residential reentry facility management contracts because of reasons including, but not limited to, sufficient governmental appropriations, contract compliance, negative publicity and effects of inmate disturbances; |
• | changes in the privatization of the corrections and detention industry, the acceptance of our services, the timing of the opening of new facilities and the commencement of new management contracts (including the extent and pace at which new contracts are utilized), as well as our ability to utilize available beds; |
• | general economic and market conditions, including, but not limited to, the impact governmental budgets can have on our contract renewals and renegotiations, per diem rates, and occupancy; |
• | fluctuations in our operating results because of, among other things, changes in occupancy levels, competition, contract renegotiations or terminations, increases in costs of operations, fluctuations in interest rates and risks of operations; |
• | the duration of the federal government’s denial of entry at the United States southern border to asylum-seekers and anyone crossing the southern border without proper documentation or authority in an effort to contain the spread of the novel coronavirus (“COVID-19”); |
• | government and staff responses to staff or residents testing positive for COVID-19 within public and private correctional, detention and reentry facilities, including the facilities we operate; |
• | the location and duration of shelter in place orders and other restrictions associated with COVID-19 that disrupt the criminal justice system, along with government policies on prosecutions and newly ordered legal restrictions that affect the number of people placed in correctional, detention, and reentry facilities; |
• | whether revoking our real estate investment trust (“REIT”) election, effective January 1, 2021, and our revised capital allocation strategy can be implemented in a cost effective manner that provides the expected benefits; |
• | our ability to successfully identify and consummate future development and acquisition opportunities and our ability to successfully integrate the operations of our completed acquisitions and realize projected returns resulting therefrom; |
• | increases in costs to develop or expand real estate properties that exceed original estimates, or the inability to complete such projects on schedule as a result of various factors, many of which are |
• | our ability, following our revocation of our REIT election, to identify and initiate service opportunities that were unavailable under the REIT structure; |
• | our ability to have met and maintained qualification for taxation as a REIT for the years we elected REIT status; and |
• | the availability of debt and equity financing on terms that are favorable to us, or at all. |
• | 300,000,000 shares of common stock, $0.01 par value (the “Common Stock”); and |
• | 50,000,000 shares of preferred stock, $0.01 par value (the “Preferred Stock”). |
• | a classified board, |
• | a two-thirds vote requirement for removing a director, |
• | a requirement that the number of directors be fixed only by vote of the directors, |
• | a requirement that a vacancy on the board be filled only by affirmative vote of a majority of the remaining directors in office and (if the board is classified) for the remainder of the full term of the class of directors in which the vacancy occurred, and |
• | a majority requirement for the calling of a stockholder-requested special meeting of stockholders. |
• | the title and ranking of the debt securities (including the terms of any subordination provisions); |
• | the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities; |
• | any limit on the aggregate principal amount of the debt securities; |
• | the date or dates on which the principal of the securities of the series is payable; |
• | the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date; |
• | the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered; |
• | the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities; |
• | any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; |
• | the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations; |
• | the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; |
• | whether the debt securities will be issued in the form of certificated debt securities or global debt securities; |
• | the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount; |
• | the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency; |
• | the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made; |
• | if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined; |
• | the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; |
• | any provisions relating to any security provided for the debt securities; |
• | any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities; |
• | any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities; |
• | any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities; |
• | the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange; |
• | any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities; and |
• | whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees. (Section 2.2). |
• | we are the surviving corporation or the successor person (if other than CoreCivic) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture; and |
• | immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing. |
• | default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period); |
• | default in the payment of principal of any security of that series at its maturity; |
• | default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or CoreCivic and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture; |
• | if a series of debt securities is subject to guarantee, such guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by the applicable guarantor or us not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated or permitted by the indenture; |
• | certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of CoreCivic; or |
• | any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1). |
• | that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and |
• | the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7). |
• | to cure any ambiguity, defect or inconsistency; |
• | to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; |
• | to provide for uncertificated securities in addition to or in place of certificated securities; |
• | to add guarantees with respect to debt securities of any series or secure debt securities of any series; |
• | to release any guarantor from any of its obligations under its guarantee of the indenture (to the extent permitted by the indenture); |
• | to surrender any of our rights or powers under the indenture; |
• | to add covenants or events of default for the benefit of the holders of debt securities of any series; |
• | to comply with the applicable procedures of the applicable depositary; |
• | to make any change that does not adversely affect the rights of any holder of debt securities; |
• | to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; |
• | to allow any guarantor to execute a supplemental indenture or guarantee with respect to the applicable securities; |
• | to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or |
• | to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. (Section 9.1) |
• | reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
• | reduce the rate of or extend the time for payment of interest (including default interest) on any debt security; |
• | reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; |
• | reduce the principal amount of discount securities payable upon acceleration of maturity; |
• | waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); |
• | make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; |
• | release any guarantor from any of its obligations under its guarantee or the indenture, except as permitted by the indenture; |
• | make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or |
• | waive a redemption payment with respect to any debt security. (Section 9.3). |
• | we and the guarantors may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and |
• | any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”). |
• | we or the guarantor must irrevocably deposit with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and |
• | we or the guarantors must deliver to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. (Section 8.4). |
• | the series of debt securities to which the guarantees apply; |
• | whether the guarantees are secured or unsecured; |
• | whether the guarantees are senior, senior subordinated or subordinated; |
• | the terms under which the guarantees may be amended, modified, waived, released or otherwise terminated, if different from the provisions applicable to the guaranteed debt securities; and |
• | any additional terms of the guarantees. |
• | a limited-purpose trust company organized under the New York Banking Law; |
• | a “banking organization” within the meaning of the New York Banking Law; |
• | a member of the Federal Reserve System; |
• | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
• | a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. |
• | DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be; |
• | we determine, in our sole discretion, not to have such securities represented by one or more global securities; or |
• | an Event of Default has occurred and is continuing with respect to such series of securities, |
• | through underwriters or dealers; |
• | through agents; |
• | directly to one or more purchasers; or |
• | through a combination of any of these methods of sale. |
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