Maryland | 8744 | 62-1763875 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employee Identification Number) |
John D. Ferguson
Chief Executive Officer Corrections Corporation of America 10 Burton Hills Boulevard Nashville, TN 37215 (615) 263-3000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) |
Copies to: F. Mitchell Walker, Jr., Esq. Bass, Berry & Sims PLC 315 Deaderick Street, Suite 2700 Nashville, Tennessee 37238 (615) 742-6200 |
Proposed Maximum | Proposed Maximum | |||||||
Title of Each Class of | Amount to be | Aggregate Offering | Aggregate Offering | Amount of | ||||
Securities to be Registered | Registered | Price per Unit(1) | Price | Registration Fee | ||||
6.25% Senior Notes Due 2013
|
$375,000,000 | 100% | $375,000,000 | $44,137.50 | ||||
Guarantee of 6.25% Senior Notes Due 2013
|
$375,000,000 | 100% | $375,000,000 | (2) | ||||
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933. |
(2) | Pursuant to Rule 457(n) of the Securities Act of 1933, no separate registration fee is payable for the guarantees. |
Exact Name of Registrant as Specified | State or Other Jurisdiction | Primary Standard | I.R.S. Employee | |||||||||
in its Charter or Organizational | of Incorporation or | Industrial Classification | Identification | |||||||||
Document* | Organization | Code Number | Number | |||||||||
CCA of Tennessee, LLC
|
Tennessee | 8744 | 62-1806755 | |||||||||
Prison Realty Management, Inc.
|
Tennessee | 8744 | 62-1696286 | |||||||||
Technical and Business Institute of America, Inc.
|
Tennessee | 8744 | 38-2999108 | |||||||||
TransCor America, LLC
|
Tennessee | 8744 | 62-1806099 | |||||||||
CCA International, Inc.
|
Delaware | 8744 | 62-1310460 | |||||||||
CCA Properties of America, LLC
|
Tennessee | 8744 | 43-1988721 | |||||||||
CCA Properties of Arizona, LLC
|
Tennessee | 8744 | 43-1988725 | |||||||||
CCA Properties of Tennessee, LLC
|
Tennessee | 8744 | 43-1988730 | |||||||||
CCA Properties of Texas, L.P.
|
Delaware | 8744 | 43-1988735 | |||||||||
CCA Western Properties, Inc.
|
Delaware | 8744 | 20-2155016 |
* | Addresses and telephone numbers of principal executive offices are the same as that of Corrections Corporation of America, except for TransCor America, LLC, whose principal address is 646 Melrose Avenue, Nashville, Tennessee 37211 and telephone number is (615) 251-7008. |
The information
in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state
where the offer or sale is not
permitted. |
| Expires at 12:00 midnight, New York City time, on , 2005, unless extended. |
| The only conditions to completing the exchange offer are that the exchange offer not violate applicable law or applicable interpretations of the staff of the Securities and Exchange Commission and no injunction, order or decree has been issued which would prohibit, prevent or materially impair our ability to proceed with the exchange offer. |
| All unregistered notes, which were issued in a private placement on March 23, 2005, that are validly tendered and not validly withdrawn will be exchanged. |
| Tenders of unregistered notes may be withdrawn at any time prior to the expiration of the exchange offer. |
| The terms of the new registered notes to be issued in the exchange offer are substantially identical to the unregistered notes that we issued on March 23, 2005, except for certain transfer restrictions, registration rights and liquidated damages provisions relating to the unregistered notes that will not apply to the new notes. The new notes will be fully and unconditionally guaranteed, jointly and severally, by all of our existing domestic subsidiaries (other than our Puerto Rican subsidiary) and all of our future domestic subsidiaries. |
| We will not receive any cash proceeds from the exchange offer. |
| We do not intend to list the new notes on any national securities exchange or the Nasdaq National Market. |
| The exchange of new notes for unregistered notes will not be a taxable event for U.S. federal income tax purposes. |
| that receives new notes pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes; |
| that acquired the unregistered notes as a result of market making or other trading activities may use this prospectus, as supplemented or amended, in connection with resales of the new notes; and |
| that acquired the unregistered notes directly from us in the initial offering must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with the secondary resales and cannot rely on the position of the Securities and Exchange Commission staff enunciated in Exxon Capital Holdings Corporation, Securities and Exchange Commission No-Action Letter (April 13, 1989). |
| Our Annual Report on Form 10-K for the fiscal year ended December 31, 2004; | |
| Our Definitive Proxy Statement in connection with our 2005 Annual Meeting of Stockholders to be held on May 10, 2005, filed with the Commission on April 7, 2005. | |
| Our Current Reports on Form 8-K, filed with the Commission on January 6, 2005, February 10, 2005, February 23, 2005, March 2, 2005, March 8, 2005, March 24, 2005 and April 19, 2005. |
ii
| fluctuations in operating results because of changes in occupancy levels, competition, increases in costs of operations, fluctuations in interest rates and risks of operations; | |
| changes in the privatization of the corrections and detention industry and the public acceptance of our services; | |
| our ability to obtain and maintain correctional facility management contracts, including as the result of sufficient governmental appropriations, inmate disturbances and the timing of the opening of new facilities; | |
| increases in costs to develop or expand correctional facilities that exceed original estimates, or the inability to complete such projects on schedule as a result of various factors, many of which are beyond our control, such as weather, labor conditions and material shortages, resulting in increased construction costs; | |
| changes in governmental policy and in legislation and regulation of the corrections and detention industry that adversely affect our business; | |
| availability of debt and equity financing, on terms that are favorable to us; and | |
| general economic and market conditions. |
iii
The Exchange Offer | We are offering to exchange $1,000 principal amount of 6.25% Senior Notes due 2013, which have been registered under the Securities Act, for each $1,000 principal amount of our unregistered 6.25% Senior Notes due 2013. In order to be exchanged, an unregistered note must be properly tendered and accepted. All unregistered notes that are validly tendered and not validly withdrawn will be exchanged. | |
As of this date, there are $375.0 million aggregate principal amount of unregistered notes outstanding. | ||
We will issue the new notes promptly after the expiration of the exchange offer. | ||
Resales of the New Notes | We believe that new notes to be issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if you meet the following conditions: | |
(1) the new notes are acquired by you in the ordinary course of your business; | ||
(2) you are not engaging in and do not intend to engage in a distribution of the new notes; | ||
(3) you do not have an arrangement or understanding with any person to participate in the distribution of the new notes; and |
1
(4) you are not an affiliate of ours, as that term is defined in Rule 405 under the Securities Act. | ||
Our belief is based on interpretations by the staff of the Commission, as set forth in no-action letters issued to third parties unrelated to us. The staff has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the staff would make a similar determination with respect to this exchange offer. | ||
If you do not meet the above conditions, you may incur liability under the Securities Act if you transfer any new note without delivering a prospectus meeting the requirements of the Securities Act. We do not assume or indemnify you against that liability. | ||
Each broker-dealer that is issued new notes in the exchange offer for its own account in exchange for unregistered notes which were acquired by that broker-dealer as a result of market-making activities or other trading activities must agree to deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the new notes. A broker-dealer may use this prospectus for an offer to resell or to otherwise transfer these new notes. For more information on resales of the new notes, see Exchange Offer Resale of the New Notes. | ||
Expiration Date | The exchange offer will expire at 12:00 midnight, New York City time, on , 2005, unless we decide to extend the exchange offer. We do not intend to extend the exchange offer, although we reserve the right to do so. If we determine to extend the exchange offer, we do not intend to extend it beyond , 2005. | |
Conditions to the Exchange Offer | The only conditions to completing the exchange offer are that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Commission and no injunction, order or decree has been issued which would prohibit, prevent or materially impair our ability to proceed with the exchange offer. See The Exchange Offer Conditions to the Exchange Offer. | |
Procedures for Tendering Unregistered Notes | To participate in the exchange offer, you must complete, sign and date the letter of transmittal and send it, together with all other documents required by the letter of transmittal, including the unregistered notes that you wish to exchange, to U.S. Bank National Association, as exchange agent, at the address indicated on the cover page of the letter of transmittal. In the alternative, you can tender your unregistered notes by following the procedures for book-entry transfer described in this prospectus. | |
If your unregistered notes are held through The Depository Trust Company, or DTC, and you wish to participate in the exchange offer, you may do so through the automated tender offer program of DTC. If you tender under this program, you will agree to be bound by the letter of transmittal that we are providing with this prospectus as though you had signed the letter of transmittal. |
2
If a broker, dealer, commercial bank, trust company or other nominee is the registered holder of your unregistered notes, we urge you to contact that person promptly to tender your unregistered notes in the exchange offer. | ||
For more information on tendering your unregistered notes, see Exchange Offer Terms of the Exchange Offer, Procedures for Tendering and Book-Entry Transfer. | ||
Guaranteed Delivery Procedures | If you wish to tender your unregistered notes and you cannot get your required documents to the exchange agent on time, you may tender your unregistered notes according to the guaranteed delivery procedures described in Exchange Offer Guaranteed Delivery Procedures. | |
Acceptance of Unregistered Notes and Delivery of New Notes | Except under the circumstances described above under Conditions to the Exchange Offer, we will accept for exchange any and all unregistered notes which are properly tendered in the exchange offer prior to 12:00 midnight, New York City time, on the expiration date. The new notes to be issued to you in the exchange offer will be delivered promptly following the expiration date. See The Exchange Offer Terms of the Exchange Offer. | |
Withdrawal of Tenders | You may withdraw your tender of unregistered notes at any time prior to the expiration date of the exchange offer. To withdraw, you must deliver a written or facsimile transmission notice of withdrawal to the exchange agent at its address indicated on the cover page of the letter of transmittal before 12:00 midnight, New York City time, on the expiration date of the exchange offer. | |
Exchange Agent and Trustee | We have appointed U.S. Bank National Association as exchange agent for the exchange offer. U.S. Bank National Association also serves as the trustee under the indenture governing the notes. You should direct questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent addressed as follows: U.S. Bank National Association, 60 Livingston Avenue, St. Paul, MN 55107-2292, Attention: Specialized Finance, (800) 934-6802. Eligible institutions may make requests by facsimile at (651) 495-8158. | |
Registration Rights Agreement | You are entitled to exchange your unregistered notes for new notes with substantially identical terms pursuant to the registration rights agreement. The exchange offer satisfies this right. After the exchange offer is completed, you will no longer be entitled to any exchange or registration rights with respect to your unregistered notes. Under the circumstances described in the registration rights agreement, you may require us to file a shelf registration statement under the Securities Act. | |
Consequences of Failure to Exchange | If you do not exchange your unregistered notes in this exchange offer, you will no longer be able to require us to register the |
3
unregistered notes under the Securities Act, except in the limited circumstances provided under the registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the unregistered notes unless we have registered the unregistered notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer the unregistered notes under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. | ||
Federal Income Tax Considerations | The exchange of unregistered notes for new notes will not be a taxable event for federal income tax purposes. See Federal Income Tax Considerations. | |
Federal and State Regulatory Requirements | No regulatory approvals are being sought in connection with the exchange offer. |
4
Issuer | Corrections Corporation of America | |
Securities | $375,000,000 in aggregate principal amount of 6.25% Senior Notes due 2013. | |
Maturity | March 15, 2013. | |
Interest | The new notes will bear interest at a rate per annum of 6.25% payable on March 15 and September 15 of each year, beginning on September 15, 2005. | |
Guarantees | Our obligations under the notes will be fully and unconditionally guaranteed by each of our existing and future restricted domestic subsidiaries that guarantee our senior secured credit facility. For the year ended December 31, 2004, the entities that will guarantee the notes generated 100.0% of our revenues. | |
Ranking | The notes and subsidiary guarantees are senior obligations of ours and our subsidiary guarantors. Accordingly, they will rank: | |
equal in right of payment with all of our and our subsidiary guarantors existing and future unsecured senior debt; | ||
senior in right of payment to any of our and our subsidiary guarantors future debt that expressly provides for subordination to the notes or the guarantees; and | ||
subordinated in right of payment to any of our and our subsidiary guarantors secured indebtedness to the extent of the value of the assets securing such indebtedness. | ||
Optional Redemption | At any time on or after March 15, 2009, we may redeem all or a part of the notes at the redemption prices specified in this prospectus under Description of the New Notes Optional Redemption, plus accrued and unpaid interest and liquidated damages, if any, to the date of redemption. At any time on or before March 15, 2008, we may redeem up to 35% of the outstanding notes with the net proceeds of certain equity offerings, as long as at least 65% of the aggregate principal amount of the notes remains outstanding after the redemption. | |
Mandatory Offer to Repurchase | If we sell certain assets or experience specific kinds of changes in control, we must offer to repurchase the notes at the prices, plus accrued and unpaid interest, if any, to the date of redemption, listed in Description of the New Notes Repurchase at the Option of Holders. | |
Certain Covenants | We will issue the notes under our existing indenture dated March 23, 2005, containing covenants for your benefit. These |
5
covenants restrict our ability and the ability of our subsidiaries, with exceptions, to, among other things: | ||
pay dividends or make other restricted payments; | ||
incur additional debt or issue preferred stock; | ||
create or permit to exist certain liens; | ||
incur restrictions on the ability of certain of our subsidiaries to pay dividends or other payments; | ||
consolidate, merge or transfer all or substantially all our assets; and | ||
enter into transactions with affiliates. | ||
These covenants are subject to a number of important exceptions and qualifications. In addition, most of the covenants will no longer be applicable if the notes are rated investment grade by Moodys Investor Services, Inc. or Standard & Poors Rating Services. See Description of the New Notes Certain Covenants. | ||
Registration Rights | You are entitled under the registration rights agreement to exchange your unregistered notes for a new issue of identical debt securities registered under the Securities Act as evidence of the same underlying obligation of indebtedness. This exchange offer is intended to satisfy these rights. We must use our commercially reasonable efforts to have the registration statement declared effective by the Commission on or prior to September 19, 2005. We have also agreed to provide a shelf registration statement to cover resales of the notes under certain circumstances. If we fail to satisfy these obligations, we have agreed to pay liquidated damages to holders of the notes under specified circumstances. | |
Transfer Restrictions | The new notes have been registered under the Securities Act and generally will be freely transferable. We do not intend to list the notes on any securities exchange. | |
No Prior Market; PORTALsm Market Listing | The new notes will be new securities for which there is currently no market. Although the initial purchasers have informed us that they intend to make a market in the new notes, they are not obligated to do so and may discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the new notes will exist, develop or be maintained. We have agreed to seek to have the new notes made eligible for trading on the PORTALsm Market. | |
Use of Proceeds | We will not receive any proceeds from the issuance of the new notes. We are making this exchange offer solely to satisfy our obligations under the registration rights agreement. See Use of Proceeds. |
6
Incurrence of Indebtedness and Issuance of Stock | Other than certain types of permitted indebtedness and capital stock, the indenture governing the notes restricts us and our restricted subsidiaries from incurring any additional indebtedness, including the issuance of senior indebtedness, and restricts us and our restricted subsidiaries from issuing certain types of capital stock, unless we have (a) a fixed charge coverage ratio for our four most recent fiscal quarters of at least 2.0 to 1, determined as if the additional indebtedness had been incurred or the capital stock had been issued at the beginning of such four-quarter period, or (b) met one of several exceptions specified in the indenture. For more details, see Description of the New Notes Certain Covenants Incurrence of Indebtedness and Issuance of Preferred Stock. | |
Merger, Consolidation or Sale of Assets | Under the indenture governing the notes, we are not permitted to consolidate or merge with another company or sell substantially all of our assets unless certain conditions are met, including (a) the surviving corporation assumes all obligations under the notes and (b) immediately after giving effect to such transaction on a pro forma basis the surviving corporation would either be permitted to incur $1.00 of additional indebtedness under the fixed charge coverage test described above or have a fixed charge leverage ratio that exceeds the fixed charge coverage ratio immediately prior to such transaction. For more details, see Description of the New Notes Certain Covenants Merger, Consolidation or Sale of Assets. | |
Restricted Payments | Generally, unless permitted as specified below, we are restricted from | |
declaring or paying dividends (other than certain dividends payable in our equity securities); | ||
purchasing, redeeming or otherwise acquiring any of our equity interests; | ||
with certain exceptions, making any payment on, or purchasing, redeeming, defeasing or otherwise acquiring any indebtedness that is subordinated to the notes; and | ||
making any investment that is not of a type permitted under the indenture. | ||
Notwithstanding the foregoing, we may make a payment described above if, after giving effect to such payment, we are not in default, would be permitted to incur $1.00 of additional indebtedness under the fixed charge coverage test described above and such payment, together with the amount of all other restricted payments made by us since May 3, 2002 (excluding certain permitted restricted payments) is less than the sum of | ||
50% of our consolidated net income after preferred cash dividends (for the period from the beginning of the first fiscal quarter after May 3, 2002 to the end of the most recent fiscal quarter); plus |
7
100% of the aggregate net cash proceeds received by us since May 3, 2002 as contribution to our common equity capital or from the issue or sale of our equity securities; plus | ||
to the extent that certain restricted investments made after May 3, 2002 are sold or otherwise liquidated for cash, the lesser of (i) the cash return of capital with respect to such investment and (ii) the initial amount of such investment; plus | ||
to the extent that any unrestricted subsidiary of ours is redesignated as a restricted subsidiary after May 3, 2002, the lesser of (i) the fair market value of our investment in such subsidiary as of the date of such redesignation or (ii) such fair market value as of the date on which such subsidiary was originally designated an unrestricted subsidiary; plus | ||
$25.0 million. | ||
For more details, see Description of the New Notes Certain Covenants Restricted Payments. | ||
Events of Default | Generally, the following constitute events of default with respect to the notes: | |
default for 30 days in the payment of interest; | ||
default in the payment of principal when due; | ||
a failure by us to comply with certain repurchase requirements triggered by a change of control and provisions relating to mergers, consolidations or asset sales as described above; | ||
a failure by us to comply with any other agreements in the indenture for 60 days after notice; | ||
certain defaults by us under any other debt instruments representing more than $25.0 million in indebtedness; and | ||
other defaults related to the failure to pay final judgments, any guarantee being held in a judicial proceeding to be unenforceable and certain events of bankruptcy. | ||
We are required to deliver to the trustee a statement regarding compliance with the terms of the indenture annually and upon becoming aware of any event of default. For more details, see Description of the New Notes Events of Default and Remedies. | ||
Amendment, Supplement and Waiver |
Generally, we may amend or supplement the indenture governing the notes, and certain events of default may be waived, with the consent of the holders of at least a majority in principal amount of the notes then outstanding. In some circumstances we may not amend the indenture, and certain events of default may not be waived, without the consent of each holder. These circumstances include, among others, reducing the principal or interest rate of the notes, changing the maturity of the notes or altering the redemption provisions of the notes. Additionally, in some |
8
circumstances we may amend or supplement the indenture without the consent of the holders, such as to cure any ambiguity, to provide for uncertificated notes, or to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of such holders. For more details, see Description of the New Notes Amendment, Supplement and Waiver. |
9
10
For the Years Ended December 31, | |||||||||||||||||||||
2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||||||||
(In thousands) | |||||||||||||||||||||
Statement of Operations:
|
|||||||||||||||||||||
Revenue:
|
|||||||||||||||||||||
Management and other
|
$ | 231,764 | $ | 898,072 | $ | 925,820 | $ | 1,025,493 | $ | 1,144,413 | |||||||||||
Rental
|
40,232 | 5,718 | 3,701 | 3,742 | 3,845 | ||||||||||||||||
Licensing fees from affiliates
|
7,566 | | | | | ||||||||||||||||
Total revenue
|
279,562 | 903,790 | 929,521 | 1,029,235 | 1,148,258 | ||||||||||||||||
Expenses:
|
|||||||||||||||||||||
Operating
|
189,936 | 689,793 | 712,738 | 766,468 | 870,572 | ||||||||||||||||
General and administrative
|
45,463 | 34,568 | 36,907 | 40,467 | 48,186 | ||||||||||||||||
Depreciation and amortization
|
58,812 | 52,639 | 51,291 | 52,930 | 54,511 | ||||||||||||||||
Fees paid to a company acquired in 2000
|
1,401 | | | | | ||||||||||||||||
Write-off of amounts under lease arrangements
|
11,920 | | | | | ||||||||||||||||
Impairment losses
|
527,842 | | | | | ||||||||||||||||
Total expenses
|
835,374 | 777,000 | 800,936 | 859,865 | 973,269 | ||||||||||||||||
Operating income (loss)
|
(555,812 | ) | 126,790 | 128,585 | 169,370 | 174,989 | |||||||||||||||
Other (income) expense:
|
|||||||||||||||||||||
Interest expense, net
|
131,545 | 126,242 | 87,478 | 74,446 | 69,177 | ||||||||||||||||
Expenses associated with debt refinancing and recapitalization
transactions
|
| | 36,670 | 6,687 | 101 | ||||||||||||||||
Change in fair value of derivative instruments
|
| (14,554 | ) | (2,206 | ) | (2,900 | ) | | |||||||||||||
Stockholder litigation settlements
|
75,406 | | | | | ||||||||||||||||
Other (income) expense
|
18,419 | 483 | (359 | ) | (414 | ) | 943 | ||||||||||||||
Income (loss) from continuing operations before income taxes,
minority interest, and cumulative effect of accounting change
|
(781,182 | ) | 14,619 | 7,002 | 91,551 | 104,768 | |||||||||||||||
Income tax (expense) benefit
|
48,738 | 3,358 | 63,284 | 52,352 | (42,126 | ) | |||||||||||||||
Income (loss) from continuing operations before minority
interest and cumulative effect of accounting change
|
(732,444 | ) | 17,977 | 70,286 | 143,903 | 62,642 | |||||||||||||||
Minority interest
|
254 | | | | | ||||||||||||||||
Income (loss) from continuing operations before cumulative
effect of accounting change
|
(732,190 | ) | 17,977 | 70,286 | 143,903 | 62,642 | |||||||||||||||
Income (loss) from discontinued operations, net of taxes
|
1,408 | 7,717 | 2,074 | (2,120 | ) | (99 | ) | ||||||||||||||
Cumulative effect of accounting change
|
| | (80,276 | ) | | | |||||||||||||||
Net income (loss)
|
(730,782 | ) | 25,694 | (7,916 | ) | 141,783 | 62,543 | ||||||||||||||
Distributions to preferred stockholders
|
(13,526 | ) | (20,024 | ) | (20,959 | ) | (15,262 | ) | (1,462 | ) | |||||||||||
Net income (loss) available to common stockholders
|
$ | (744,308 | ) | $ | 5,670 | $ | (28,875 | ) | $ | 126,521 | $ | 61,081 | |||||||||
11
For the Years Ended December 31, | ||||||||||||||||||||||
2000 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||||
Basic earnings (loss) per share:
|
||||||||||||||||||||||
Income (loss) from continuing operations before cumulative
effect of accounting change
|
$ | (56.79 | ) | $ | (0.08 | ) | $ | 1.78 | $ | 3.99 | $ | 1.74 | ||||||||||
Income (loss) from discontinued operations, net of taxes
|
0.11 | 0.31 | 0.08 | (0.07 | ) | | ||||||||||||||||
Cumulative effect of accounting change
|
| | (2.90 | ) | | | ||||||||||||||||
Net income (loss) available to common stockholders
|
$ | (56.68 | ) | $ | 0.23 | $ | (1.04 | ) | $ | 3.92 | $ | 1.74 | ||||||||||
Diluted earnings (loss) per share:
|
||||||||||||||||||||||
Income (loss) from continuing operations before cumulative
effect of accounting change
|
$ | (56.79 | ) | $ | (0.08 | ) | $ | 1.61 | $ | 3.50 | $ | 1.55 | ||||||||||
Income (loss) from discontinued operations, net of taxes
|
0.11 | 0.31 | 0.06 | (0.06 | ) | | ||||||||||||||||
Cumulative effect of accounting change
|
| | (2.49 | ) | | | ||||||||||||||||
Net income (loss) available to common stockholders
|
$ | (56.68 | ) | $ | 0.23 | $ | (0.82 | ) | $ | 3.44 | $ | 1.55 | ||||||||||
Weighted average common shares outstanding:
|
||||||||||||||||||||||
Basic
|
13,132 | 24,380 | 27,669 | 32,245 | 35,059 | |||||||||||||||||
Diluted
|
13,132 | 24,380 | 32,208 | 38,049 | 39,780 |
For the Years Ended December 31, | ||||||||||||||||||||
2000 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||
OTHER FINANCIAL DATA:
|
||||||||||||||||||||
Ratio of Earnings to Fixed Charges(1)
|
N/A | 1.1x | 1.1x | 2.1x | 2.3x |
December 31, | ||||||||||||||||||||
2000 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
BALANCE SHEET DATA:
|
||||||||||||||||||||
Total assets
|
$ | 2,176,992 | $ | 1,971,280 | $ | 1,874,071 | $ | 1,959,028 | $ | 2,023,078 | ||||||||||
Total debt
|
1,152,570 | 963,600 | 955,959 | 1,003,428 | 1,002,295 | |||||||||||||||
Total liabilities
|
1,488,977 | 1,224,119 | 1,140,073 | 1,183,563 | 1,207,084 | |||||||||||||||
Stockholders equity
|
688,015 | 747,161 | 733,998 | 775,465 | 815,994 |
(1) | For the purpose of computing the ratio of earnings to fixed charges, earnings consist of income (loss) from continuing operations before income taxes plus fixed charges, excluding capitalized interest, and fixed charges consist of interest, whether expensed or capitalized, and amortization of loan costs. Deficiency in earnings available to cover fixed charges for the year ended December 31, 2000 was $761.4 million. This deficit is primarily the result of impairment losses of $527.8 million and the write-off of amounts under lease arrangements of $11.9 million. |
12
If you do not properly tender your unregistered notes, you will continue to hold unregistered notes and you may not be able to transfer your unregistered notes. |
The notes are effectively subordinated to our secured indebtedness and certain indebtedness of our subsidiaries. |
There is no public market for the notes. |
| prevailing interest rates on the markets for similar securities; | |
| general economic conditions; |
13
| our financial condition, performance or prospects; and | |
| the prospects for other companies in the same industry. |
Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors. |
| received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; | |
| was insolvent or rendered insolvent by reason of such incurrence; | |
| was engaged in a business or transaction for which the guarantors remaining assets constituted unreasonably small capital; or | |
| intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. |
| the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; | |
| if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or | |
| it could not pay its debts as they become due. |
Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our debt securities. |
| make it more difficult for us to satisfy our obligations with respect to our indebtedness including the notes issued in this notes 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, and other general corporate purposes; |
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| limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; | |
| 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. |
Our senior secured credit facility and other debt instruments have restrictive covenants that could affect our financial condition. |
| limitations on incurring additional indebtedness; | |
| limitations on the sale of assets; | |
| limitations on the declaration and payment of dividends or other restricted payments; | |
| limitations on transactions with affiliates; and | |
| limitations on liens. |
Servicing our indebtedness will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. |
Because portions of our indebtedness have floating interest rates, a general increase in interest rates will adversely affect cash flows. |
15
We are required to repurchase all or a portion of our 7.5% notes and the notes to be issued in this offering upon a change of control. |
Despite current indebtedness levels, we may still incur more debt. |
Our results of operations are dependent on revenues generated by our jails, prisons and detention facilities, which are subject to the following risks associated with the corrections and detention industry. |
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17
18
We are dependent upon our senior management and our ability to attract and retain sufficient qualified personnel. |
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We are subject to necessary insurance costs. |
We may be adversely affected by inflation. |
We are subject to legal proceedings associated with owning and managing correctional and detention facilities. |
We are subject to risks associated with ownership of real estate. |
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We may be adversely affected by the rising cost and increasing difficulty of obtaining adequate levels of surety credit on favorable terms. |
21
| we and our subsidiary guarantors are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or Commission policy; or | |
| any holder of notes notifies us prior to the 20th day following consummation of the exchange offer that: |
| it is prohibited by law or Commission policy from participating in the exchange offer; or | |
| that it may not resell the new notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the registration statement of which this prospectus is a part is not appropriate or available for such resales; or | |
| that it is a broker-dealer and owns unregistered notes acquired directly from us or one of our affiliates, |
| to use our commercially reasonable efforts to have the registration statement of which this prospectus is a part declared effective by the Commission on or prior to September 19, 2005; | |
| unless the exchange offer would not be permitted by applicable law or Commission policy, we and our subsidiary guarantors will commence the exchange offer; and | |
| we will issue new notes in exchange for all unregistered notes tendered prior thereto in the exchange offer pursuant to the requirements of the registration rights agreement; and |
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| if obligated to file a shelf registration statement, we will use our commercially reasonable efforts to file the shelf registration statement with the Commission on or prior to 30 days after such filing obligation arises and to cause the shelf registration to be declared effective by the Commission on or prior to 90 days after such obligation arises. |
| we and our subsidiary guarantors fail to file any of the shelf registration statements required by the registration rights agreement on or before the date specified for such filing; or | |
| any of such shelf registration statements is not declared effective by the Commission on or prior to the date specified for such effectiveness, also known as the shelf effectiveness deadline; or | |
| we and our subsidiary guarantors fail to consummate the exchange offer on or prior to the date specified for such consummation; or | |
| the shelf registration statement or the registration statement of which this prospectus is a part is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of transfer restricted securities during the periods specified in the registration rights agreement, without being succeeded within two business days by a post-effective amendment to such registration statement, |
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| the new notes are acquired in the ordinary course of your business; | |
| you have no arrangement or understanding with any person to participate in and are not engaged in, and do not intend to engage in, a distribution of the new notes; and | |
| you are not our affiliate (within the meaning of Rule 405 under the Securities Act) or a broker dealer that acquired unregistered notes directly from us for its own account. |
| cannot rely on the interpretations by the Commission staff discussed above; | |
| will not be able to exchange your unregistered notes for new notes in the exchange offer; and | |
| must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the unregistered notes, unless the resale is made pursuant to an exemption from, or is otherwise not subject to, those requirements. |
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| to delay accepting for exchange any unregistered notes, | |
| to extend the exchange offer, or | |
| to terminate the exchange offer, |
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Procedures for Tendering Generally |
| complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; | |
| have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and | |
| mail or deliver such letter of transmittal or facsimile to the exchange agent prior to 12:00 midnight, New York City time, on the expiration date; or | |
| comply with the automated tender offer program procedures of DTC described below. In addition, either: | |
| the exchange agent must receive unregistered notes along with the letter of transmittal; | |
| the exchange agent must receive, prior to 12:00 midnight, New York City time, on the expiration date, a timely confirmation of book-entry transfer of such unregistered notes into the exchange agents account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agents message; or | |
| the holder must comply with the guaranteed delivery procedures described below. |
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How to Tender if You are a Beneficial Owner |
| make appropriate arrangements to register ownership of the unregistered notes in your name; or | |
| obtain a properly completed bond power from the registered holder of unregistered notes. |
Signatures and Signature Guarantees |
When You Need Endorsements or Bond Powers |
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Tendering Through DTCs Automated Tender Offer Program |
| DTC has received an express acknowledgment from a participant in its automated tender offer program that is tendering unregistered notes that are the subject of such book-entry confirmation; | |
| such participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agents message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and | |
| the agreement may be enforced against such participant. |
| unregistered notes or a timely book-entry confirmation of such unregistered notes into the exchange agents account at DTC; and | |
| a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agents message. |
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| you are not our affiliate (as defined in Rule 144 of the Securities Act); | |
| you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new notes to be issued in the exchange offer; | |
| you are acquiring the new notes in your ordinary course of business; and | |
| if you are a broker-dealer, that you will receive new notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities and that you will comply with the registration and prospectus delivery requirement of the Securities Act in connection with any resale of the new notes. |
| the tender is made through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution; | |
| prior to the expiration date, the exchange agent receives from such member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., commercial bank or trust company having an office or correspondent in the United States, or eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agents message and notice of guaranteed delivery: |
| setting forth your name and address, the registered number(s) of your unregistered notes and the principal amount of unregistered notes tendered, | |
| stating that the tender is being made thereby, and | |
| guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof, together with the unregistered notes or a book-entry |
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confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and |
| the exchange agent receives such properly completed and executed letter of transmittal or facsimile thereof, as well as all tendered unregistered notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date. |
| the exchange agent must receive a written notice of withdrawal at the address indicated on the cover page of the letter of transmittal, or | |
| you must comply with the appropriate procedures of DTCs automated tender offer program system. Any notice of withdrawal must: | |
| specify the name of the person who tendered the unregistered notes to be withdrawn, and | |
| identify the unregistered notes to be withdrawn, including the principal amount of such withdrawn unregistered notes. |
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| Commission registration fees; | |
| fees and expenses of the exchange agent and trustee; | |
| our accounting and legal fees and printing costs; | |
| reasonable fees and disbursements of counsel for the initial purchasers of the unregistered notes incurred in connection with the registration statement of which this prospectus is a part and, in the event of any shelf registration statement, reasonable fees and disbursements of one firm or counsel designated by the holders of a majority of the aggregate principal amount of the unregistered notes to act as counsel for the holders in connection with the shelf registration statement; and | |
| related fees and expenses. |
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By Mail:
|
By Hand: | By Facsimile: | ||
U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 Attention: Specialized Finance (800) 934-6802 |
U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 Attention: Specialized Finance (800) 934-6802 |
(651) 495-8158 (For Eligible Institutions Only) Confirm by Telephone: (800) 934-6802 |
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The Notes |
| will be general unsecured obligations of CCA; | |
| will be equal in right of payment with all existing and future unsecured senior Indebtedness of CCA; | |
| will be senior in right of payment to any future subordinated Indebtedness of CCA; and | |
| will be unconditionally guaranteed by the Guarantors. |
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The Subsidiary Guarantees |
| will be a general senior unsecured obligation of such Guarantor; | |
| will be equal in right of payment to all existing and future senior unsecured Indebtedness of that Guarantor; and | |
| will be senior in right of payment with any future subordinated Indebtedness of that Guarantor. |
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(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and | |
(2) either: |
(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture, the registration rights agreement and its Subsidiary Guarantee with respect to the Notes pursuant to a supplemental indenture satisfactory to the trustee; or | |
(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture. |
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of CCA, if the sale or other disposition complies with the Asset Sale provisions of the Indenture described in Repurchase at the Option of Holders Asset Sales; | |
(2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of CCA, if the sale complies with the Asset Sale provisions of the Indenture described in Repurchase at the Option of Holders Asset Sales; | |
(3) if CCA designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture; | |
(4) upon Legal Defeasance or Covenant Defeasance of the Notes, as described in Legal Defeasance and Covenant Defeasance; or | |
(5) if such Subsidiary Guarantor is released from its guarantee under all of the Credit Facilities. |
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(1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by CCA and its Subsidiaries); and | |
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. |
Year | Percentage | |||
2009
|
103.125 | % | ||
2010
|
101.563 | % | ||
2011 and thereafter
|
100.000 | % |
Change of Control |
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(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; | |
(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and | |
(3) deliver or cause to be delivered to the trustee the Notes properly accepted together with an Officers Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by CCA. |
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Asset Sales |
(1) CCA (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to (a) the fair market value of the assets (other than Designated Assets) or Equity Interests issued or sold or otherwise disposed of and (b) the Designated Asset Value of the Designated Assets sold or otherwise disposed of; | |
(2) the fair market value or Designated Asset Value, as applicable, is determined by CCAs Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers Certificate delivered to the trustee; and | |
(3) at least 75% of the consideration received in the Asset Sale by CCA or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this clause (3) only, each of the following will be deemed to be cash: |
(a) any liabilities, as shown on CCAs or such Restricted Subsidiarys most recent balance sheet, of CCA or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases CCA or such Restricted Subsidiary from further liability; | |
(b) any securities, notes or other obligations received by CCA or any such Restricted Subsidiary from such transferee that are converted within 90 days of the applicable Asset Sale by CCA or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; | |
(c) 100% of the securities, notes or other obligations or Indebtedness actually received by CCA as consideration for the sale or other disposition of a Designated Asset pursuant to the terms of a Designated Asset Contract, but only to the extent that such securities, notes or other obligations or Indebtedness were explicitly required to be included, or permitted to be included solely at the option of the purchaser, in such consideration pursuant to the terms of the applicable Designated Asset Contract; | |
(d) 100% of the Indebtedness actually received by CCA as consideration for the sale or other disposition of an Unoccupied Facility; and | |
(e) any Designated Non-Cash Consideration received by CCA or any such Restricted Subsidiary in the Asset Sale. |
(1) immediately after giving effect to such Asset Swap, CCA would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption Certain Covenants Incurrence of Indebtedness and Issuance of Preferred Stock and | |
(2) the Board of Directors of CCA determines that the fair market value of the assets received by CCA in the Asset Swap is not less than the fair market value of the assets disposed of by CCA in such Asset Swap and such determination is evidenced by a resolution of the Board of Directors set forth in an Officers Certificate delivered to the trustee. |
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(1) to repay Indebtedness under a Credit Facility; | |
(2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; | |
(3) to make a capital expenditure (provided, that the completion of (i) construction of new facilities, (ii) expansions to existing facilities, and (iii) repair or reconstruction of damaged or destroyed facilities which commences within 360 days after the receipt of any Net Proceeds from an Asset Sale by CCA may extend for an additional 360 day period if the Net Proceeds to be used for such construction, expansion or repair are committed to and set aside specifically for such activity within 360 days of their receipt); or | |
(4) to acquire other long-term assets that are used or useful in a Permitted Business. |
Selection and Notice |
(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or |
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(2) if the Notes are not listed on any national securities exchange, on a pro rata basis (based on amounts tendered) unless otherwise required by law. |
Changes in Covenants when Notes Rated Investment Grade |
(1) the Notes are rated Baa3 or better by Moodys or BBB- or better by S&P (or, if either such entity ceases to rate the Notes for reasons outside of the control of CCA, the equivalent investment grade credit rating from any other nationally recognized statistical rating organization within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by CCA as a replacement agency); and | |
(2) no Default or Event of Default shall have occurred and be continuing, |
(1) Repurchase at the Option of Holders Asset Sales; | |
(2) Restricted Payments; | |
(3) Incurrence of Indebtedness and Issuance of Preferred Stock; | |
(4) Dividend and Other Payment Restrictions Affecting Subsidiaries; | |
(5) Designation of Restricted and Unrestricted Subsidiaries; | |
(6) Transactions with Affiliates; | |
(7) clause (4) of the covenant described below under the caption Merger, Consolidation or Sale of Assets and | |
(8) clauses (1)(a) and (3) of the covenant described below under the caption Sale and Leaseback Transactions. |
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Restricted Payments |
(1) declare or pay any dividend or make any other payment or distribution on account of CCAs, or any Restricted Subsidiarys, Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving CCA or any Restricted Subsidiary) or to the direct or indirect holders of CCAs or any Restricted Subsidiarys Equity Interests in their capacity as such (other than dividends or distributions (i) payable in Equity Interests (other than Disqualified Stock) of CCA or (ii) payable to CCA and/or a Restricted Subsidiary of CCA); | |
(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving CCA) any Equity Interests of CCA; | |
(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is expressly subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof or a payment of principal or interest on Indebtedness owed to CCA or any of its Restricted Subsidiaries; or | |
(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as Restricted Payments), |
(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and | |
(2) CCA would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption Incurrence of Indebtedness and Issuance of Preferred Stock; and | |
(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by CCA and its Restricted Subsidiaries after May 3, 2002 (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (7), (8) and (9) of the next succeeding paragraph), is less than the sum, without duplication, of: |
(a) 50% of the Consolidated Net Income of CCA, for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after May 3, 2002 to the end of CCAs most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus | |
(b) 100% of the aggregate net cash proceeds received by CCA (including the fair market value of any Permitted Business or assets used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of CCA (other than Disqualified Stock)) since May 3, 2002 as a contribution to its common equity capital or from the issue or sale of Equity Interests of CCA (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of CCA that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of CCA), plus | |
(c) to the extent that any Restricted Investment (other than a Restricted Investment permitted by clause (5) of the next succeeding paragraph) that was made after May 3, 2002 is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment, plus |
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(d) to the extent that any Unrestricted Subsidiary of CCA is redesignated as a Restricted Subsidiary after May 3, 2002, the lesser of (i) the fair market value of CCAs Investment in such Subsidiary as of the date of such redesignation or (ii) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary, plus | |
(e) $25.0 million. |
(1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the Indenture; | |
(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of CCA or any Guarantor or of any Equity Interests of CCA in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of CCA) of, Equity Interests of CCA (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) of the preceding paragraph; | |
(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of CCA or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; | |
(4) the payment of any dividend by a Restricted Subsidiary of CCA to the holders of its Equity Interests on a pro rata basis; | |
(5) (a) the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock of CCA or any Restricted Subsidiary of CCA or any parent of CCA held by any existing or former employees of CCA or any Subsidiary of CCA or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this clause will not exceed $2.5 million in the aggregate during any calendar year and $10.0 million in the aggregate for all such redemptions and repurchases; provided further, that CCA may carry-forward and make in a subsequent calendar year, in addition to the amounts permitted for such calendar year, the amount of such redemptions or repurchases permitted to have been made but not made in any preceding calendar year; provided further that such amount in any calendar year may be increased by an amount not to exceed (i) the cash proceeds from the sale of Capital Stock of CCA to existing or former employees of CCA or any Subsidiary of CCA after the date the Notes are originally issued (to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3)(b) of the preceding paragraph) plus (ii) the cash proceeds of key man life insurance policies received by CCA and its Subsidiaries after the date the Notes are originally issued less (iii) the amount of any Restricted Payments previously made pursuant to clause (i) and (ii) of this clause (5)(a); and (b) loans or advances to employees or directors of CCA or any Subsidiary of CCA the proceeds of which are used to purchase Capital Stock of CCA, in an aggregate amount not in excess of $10.0 million at any one time outstanding; | |
(6) prior to the date of the Indenture the declaration and payment by CCA of a dividend consisting of Qualified Trust Preferred Stock with a fair market value that is not greater than is necessary in order to preserve CCAs eligibility to elect REIT status with respect to its 1999 taxable year; | |
(7) prior to the date of the Indenture the repurchase, redemption or other acquisition or retirement for value of up to $130.0 million in liquidation preference of the series B preferred stock if |
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CCA would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption Incurrence of Indebtedness and Issuance of Preferred Stock; | |
(8) repurchases of Equity Interests of CCA deemed to occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price thereof; | |
(9) prior to the date of the Indenture the declaration and payment of dividends on CCAs series A preferred stock and series B preferred stock in accordance with terms of the series A preferred stock and series B preferred stock as in effect on May 7, 2003; | |
(10) prior to the date of the Indenture the payment of the liquidation preference of and all accrued and unpaid dividends on 100% of the issued and outstanding shares of CCAs series A preferred stock as in effect on May 7, 2003 and the notice of redemption given by CCA on May 7, 2003; | |
(11) prior to the date of the Indenture the redemption pursuant to their terms of all PMI Notes that remain outstanding on the applicable redemption date after CCA sends notice of such redemption to the holders of such notes, provided that (i) CCA converts all PMI Notes pursuant to their terms upon the proper request of a holder of such notes and (ii) the fair market value of the common stock received upon such conversion (measured as of the date the notice of redemption is given) is not less than one and one half times the proceeds such holder would receive pursuant to such redemption; | |
(12) prior to the date of the Indenture the repurchase, redemption or other acquisition or retirement for value of the shares of series A preferred stock issued and outstanding on May 7, 2003 with the net proceeds from the issuance by a Qualified Trust of Qualified Trust Preferred Stock; and | |
(13) Restricted Payments not otherwise permitted in an amount not to exceed $40.0 million. |
Incurrence of Indebtedness and Issuance of Preferred Stock |
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(1) the incurrence by CCA and any Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) not to exceed $715.0 million; | |
(2) the incurrence by CCA and its Restricted Subsidiaries of the Existing Indebtedness; | |
(3) the incurrence by CCA or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of CCA or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (3), not to exceed the greater of $25.0 million or 5.0% of Consolidated Tangible Assets at any time outstanding; | |
(4) the incurrence by CCA or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) or Disqualified Stock that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), or (12) of this paragraph; | |
(5) the incurrence by CCA or any of its Restricted Subsidiaries of intercompany Indebtedness between or among CCA and any of its Restricted Subsidiaries or the refinancing or replacement of existing intercompany Indebtedness between or among CCA and any of its Restricted Subsidiaries; provided, however, that: |
(a) if CCA or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of CCA, or the Subsidiary Guarantee, in the case of a Guarantor; and | |
(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than CCA or a Restricted Subsidiary of CCA and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either CCA or a Restricted Subsidiary of CCA will be deemed, in each case, to constitute an incurrence of such Indebtedness by CCA or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); |
(6) Hedging Obligations that are entered into by CCA or a Restricted Subsidiary for the purpose of fixing, hedging or swapping interest rate risk in the ordinary course of CCAs financial management (but in any event excluding Hedging Obligations entered into for speculative purposes); | |
(7) the guarantee by CCA or any of its Restricted Subsidiaries of Indebtedness of CCA or a Restricted Subsidiary of CCA that was permitted to be incurred by another provision of this covenant; | |
(8) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of CCA as accrued interest; | |
(9) the incurrence by CCA or any of its Restricted Subsidiaries of Indebtedness, including Indebtedness represented by letters of credit for the account of CCA or any Restricted Subsidiary, |
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incurred in respect of workers compensation claims, self-insurance obligations, performance, proposal, completion, surety and similar bonds and completion guarantees provided by CCA or any of its Restricted Subsidiaries in the ordinary course of business; provided, that the underlying obligation to perform is that of CCA and its Restricted Subsidiaries and not that of CCAs Unrestricted Subsidiaries; provided further, that such underlying obligation is not in respect of borrowed money; | |
(10) the incurrence by CCA or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five business days of incurrence; | |
(11) the incurrence by CCA or any of its Restricted Subsidiaries of Indebtedness, including but not limited to Indebtedness represented by letters of credit for the account of CCA or any Restricted Subsidiary, arising from agreements of CCA or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Equity Interests of CCA or a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing such acquisition; and | |
(12) the incurrence by CCA or any Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (12), not to exceed $75.0 million. |
Liens |
Dividend and Other Payment Restrictions Affecting Subsidiaries |
(1) pay dividends or make any other distributions on its Capital Stock to CCA or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to CCA or any of its Restricted Subsidiaries; |
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(2) make loans or advances to CCA or any of its Restricted Subsidiaries; or | |
(3) transfer any of its properties or assets to CCA or any of its Restricted Subsidiaries. |
(1) agreements governing Existing Indebtedness and the Credit Agreement as in effect on the Issue Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture; | |
(2) the Indenture, the Notes, and the related Subsidiary Guarantees; | |
(3) applicable law; | |
(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by CCA or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred; | |
(5) customary non-assignment provisions of any contract entered into in the ordinary course of business and customary provisions restricting subletting of any interest in real property contained in any lease or easement agreement of CCA or any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien and which Indebtedness and which Lien was permitted by the Indenture; | |
(6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; | |
(7) any agreement for the sale or other disposition of all or substantially all of the assets or Capital Stock of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition of all or substantially all of the assets or capital stock of such Restricted Subsidiary; | |
(8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness with respect to dividends and other payments are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; | |
(9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption Liens that limit the right of the debtor to dispose of the assets subject to such Liens; | |
(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; | |
(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and | |
(12) any encumbrance or restriction pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of CCA or any Restricted Subsidiary. |
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Merger, Consolidation or Sale of Assets |
(1) either: (a) CCA or any Restricted Subsidiary is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than CCA or any Restricted Subsidiary) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; | |
(2) the Person formed by or surviving any such consolidation or merger (if other than CCA or any Restricted Subsidiary) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of CCA under the Notes and the Indenture pursuant to agreements reasonably satisfactory to the trustee; | |
(3) immediately after such transaction no Default or Event of Default exists; and | |
(4) CCA, the Restricted Subsidiary, or the other Person formed by or surviving any such consolidation or merger (if other than CCA or a Restricted Subsidiary), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, (i) be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption Incurrence of Indebtedness and Issuance of Preferred Stock or (ii) have a Fixed Charge Coverage Ratio that exceeds than CCAs Fixed Charge Coverage Ratio immediately prior to such transaction and any related financing transactions. |
Transactions with Affiliates |
(1) the Affiliate Transaction is on terms that are no less favorable to CCA or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by CCA or such Restricted Subsidiary with an unrelated Person; and | |
(2) CCA delivers to the trustee: |
(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors set forth in an Officers Certificate certifying that such Affiliate Transaction complies with this |
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covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and | |
(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to CCA of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. |
(1) any employment or indemnity agreement entered into by CCA or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of CCA or such Restricted Subsidiary; | |
(2) transactions between or among CCA and/or its Restricted Subsidiaries; | |
(3) transactions with a Person that is an Affiliate of CCA solely because CCA owns an Equity Interest in, or controls, such Person; | |
(4) payment of reasonable directors fees to Persons who are not otherwise Affiliates of CCA; | |
(5) sales of Equity Interests (other than Disqualified Stock) to Affiliates of CCA; | |
(6) Permitted Investments and Restricted Payments that are permitted by the provisions of the Indenture described above under the caption Restricted Payments; and | |
(7) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements, stock options and stock ownership plans and other reasonable fees, compensation, benefits and indemnities paid or entered into by CCA or any of its Restricted Subsidiaries in the ordinary course of business to or with officers, directors or employees of CCA and its Restricted Subsidiaries. |
Additional Subsidiary Guarantees |
Designation of Restricted and Unrestricted Subsidiaries |
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Sale and Leaseback Transactions |
(1) CCA or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption Incurrence of Indebtedness and Issuance of Preferred Stock and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption Liens; | |
(2) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors and set forth in an Officers Certificate delivered to the trustee, of the property that is the subject of that Sale and Leaseback Transaction; and | |
(3) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and CCA applies the proceeds of such transaction in compliance with, the covenant described above under the caption Repurchase at the Option of Holders Asset Sales. |
Business Activities |
Payments for Consent |
Reports |
(1) all quarterly and annual financial and other information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if CCA were required to file such Forms, including a Managements Discussion and Analysis of Financial Condition and Results of Operations and, with respect to the annual information only, a report on the annual financial statements by CCAs certified independent accountants; and | |
(2) all current reports that would be required to be filed with the SEC on Form 8-K if CCA were required to file such reports. |
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(1) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes; | |
(2) default in payment when due of the principal of, or premium, if any, on the Notes; | |
(3) failure by CCA or any of its Restricted Subsidiaries to comply with the provisions described under the captions Repurchase at the Option of Holders Change of Control, Repurchase at the Option of Holders Asset Sales, or Certain Covenants Merger, Consolidation or Sale of Assets; | |
(4) failure by CCA or any Guarantor for 60 consecutive days after notice to comply with any of the other agreements in the Indenture; | |
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by CCA or any Restricted Subsidiaries (or the payment of which is guaranteed by CCA or any Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: |
(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a Payment Default); or | |
(b) results in the acceleration of such Indebtedness prior to its express maturity, |
(6) failure by CCA or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; | |
(7) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and | |
(8) certain events of bankruptcy or insolvency described in the Indenture with respect to CCA or any of its Restricted Subsidiaries. |
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(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to below; | |
(2) CCAs obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; | |
(3) the rights, powers, trusts, duties and immunities of the trustee, and CCAs and the Guarantors obligations in connection therewith; and | |
(4) the Legal Defeasance provisions of the Indenture. |
(1) CCA must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding Notes on the stated maturity or on |
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the applicable redemption date, as the case may be, and CCA must specify whether the Notes are being defeased to maturity or to a particular redemption date; | |
(2) in the case of Legal Defeasance, CCA has delivered to the trustee an Opinion of Counsel reasonably acceptable to the trustee confirming that (a) CCA has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; | |
(3) in the case of Covenant Defeasance, CCA has delivered to the trustee an Opinion of Counsel reasonably acceptable to the trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; | |
(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); | |
(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which CCA or any of its Subsidiaries is a party or by which CCA or any of its Subsidiaries is bound; | |
(6) CCA must deliver to the trustee an Officers Certificate stating that the deposit was not made by CCA with the intent of preferring the holders of Notes over the other creditors of CCA or with the intent of defeating, hindering, delaying or defrauding creditors of CCA or others; and | |
(7) CCA must deliver to the trustee an Officers Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. |
(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver; | |
(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under the caption Repurchase at the Option of holders); | |
(3) reduce the rate of or change the time for payment of interest on any Note; | |
(4) waive a Default or Event of Default in the payment of principal of, or interest or premium or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the |
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holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); | |
(5) make any Note payable in currency other than that stated in the Notes; | |
(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes; | |
(7) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under the caption Repurchase at the Option of Holders); | |
(8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with the terms of the Indenture; or | |
(9) make any change in the preceding amendment and waiver provisions. |
(1) to cure any ambiguity, defect or inconsistency; | |
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes; | |
(3) to provide for the assumption of CCAs obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of CCAs assets; | |
(4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder; | |
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; | |
(6) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of this Description of New Notes to the extent that such provision in this Description of New Notes was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes; or | |
(7) to allow a Subsidiary to execute a supplemental indenture for the purpose of providing a guarantee in accordance with the provisions of the Indenture. |
(1) either: |
(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to CCA, have been delivered to the trustee for cancellation; or | |
(b) all Notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year, and CCA or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not delivered to the trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; |
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(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which CCA or any Guarantor is a party or by which CCA or any Guarantor is bound; | |
(3) CCA or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and | |
(4) CCA has delivered irrevocable instructions to the trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. |
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(1) upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and | |
(2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes). |
(1) any aspect of DTCs records or any Participants or Indirect Participants records relating to, or payments made on account of, beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTCs records or any Participants or Indirect Participants records relating to the beneficial ownership interests in the Global Notes; or |
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(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. |
(1) DTC (a) notifies CCA that it is unwilling or unable to continue as depositary for the Global Notes and CCA fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act; |
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(2) CCA, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or | |
(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. |
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(1) CCA and the Guarantors are not |
(a) required to file the Exchange Offer Registration Statement; or | |
(b) permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy; or |
(2) any Holder of Transfer Restricted Securities notifies CCA prior to the 20th day following consummation of the Exchange Offer that: |
(a) it is prohibited by law or SEC policy from participating in the Exchange Offer; or | |
(b) that it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or | |
(c) that it is a broker-dealer and owns Notes acquired directly from CCA or an affiliate of CCA, |
(1) the date on which such Note has been exchanged by a Person other than a broker-dealer for an Exchange Note in the Exchange Offer; | |
(2) following the exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement; | |
(3) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or | |
(4) the date on which such Note is distributed to the public pursuant to Rule 144 under the Securities Act; or | |
(5) the Note is sold in any other way that permits CCA to remove the legend describing the transfer restrictions. |
(1) CCA and the Guarantors will file an Exchange Offer Registration Statement with the SEC not later than 90 days after the closing of this offering; | |
(2) CCA and the Guarantors will use their commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 180 days after the closing of the offering of the unregistered notes; |
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(3) unless the Exchange Offer would not be permitted by applicable law or SEC policy, CCA and the Guarantors will |
(a) commence the Exchange Offer promptly after effectiveness of the Exchange Offer Registration Statement; and | |
(b) use their commercially reasonable efforts to issue on or prior to 30 business days, or longer, if required by the federal securities laws, after the date of commencement of the Exchange Offer, Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer; and |
(4) if obligated to file the Shelf Registration Statement, CCA and the Guarantors will use their commercially reasonable efforts to (a) file the Shelf Registration Statement with the SEC on or prior to 30 days after such filing obligation arises and (b) cause the Shelf Registration to be declared effective by the SEC on or prior to 90 days after such obligation arises. |
(1) CCA and the Guarantors fail to file any of the registration statements required by the Registration Rights Agreement on or before the date specified for such filing (the Filing Target Date); or | |
(2) any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the Effectiveness Target Date); or | |
(3) CCA and the Guarantors fail to consummate the Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or | |
(4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the Registration Rights Agreement, subject to certain exceptions (each such event referred to in clauses (1) through (4) above, a Registration Default), |
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(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and | |
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. |
(1) the sale, lease, conveyance or other disposition of any assets or rights of CCA and/or any Restricted Subsidiary, other than sales of inventory in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of CCA and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption Repurchase at the Option of Holders Change of Control and/or the provisions described above under the caption Certain Covenants Merger, Consolidation or Sale of Assets and not by the provisions of the Asset Sale covenant; and | |
(2) the issuance of Equity Interests in any of CCAs Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries. |
(1) any single transaction or series of related transactions that involves the sale of assets or the issuance or sale of Equity Interests of a Restricted Subsidiary having a fair market value of less than $10.0 million; | |
(2) a transfer of assets between or among CCA and its Restricted Subsidiaries; | |
(3) an issuance of Equity Interests by a Restricted Subsidiary to CCA or to another Restricted Subsidiary; |
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(4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business; | |
(5) the sale or other disposition of cash or Cash Equivalents; and | |
(6) a Permitted Investment or a Restricted Payment that is permitted by the covenant described above under the caption Certain Covenants Restricted Payments. |
(1) one or more Permitted Businesses; | |
(2) a controlling equity interest in any Person whose assets consist primarily of one or more Permitted Businesses; and/or | |
(3) one or more real estate properties. |
(1) with respect to a corporation, the board of directors of the corporation; | |
(2) with respect to a partnership, the board of directors of the general partner of the partnership; and | |
(3) with respect to any other Person, the board or committee of such Person serving a similar function. |
(1) in the case of a corporation, corporate stock; | |
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; | |
(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and |
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(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. |
(1) United States dollars; | |
(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) (Government Securities) having maturities of not more than one year from the date of acquisition; | |
(3) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moodys or S&P with maturities of 12 months or less from the date of acquisition; | |
(4) Auction Rate Securities; | |
(5) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of B or better; | |
(6) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; | |
(7) commercial paper having the highest rating obtainable from Moodys or S&P and in each case maturing within one year after the date of acquisition; and | |
(8) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (7) of this definition. |
(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of CCA and its Restricted Subsidiaries, taken as a whole, to any person (as that term is used in Section 13(d) (3) of the Exchange Act); | |
(2) the approval by the holders of the Voting Stock of CCA of a plan relating to the liquidation or dissolution of CCA or if no such approval is required the adoption of a plan relating to the liquidation or dissolution of CCA by its Board of Directors; | |
(3) the consummation of any transaction (including without limitation any merger or consolidation) the result of which is that any person (as that term is used in Section 13(d) (3) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of CCA; | |
(4) CCA consolidates with, or merges with or into, any Person, or any Person consolidated with, or merger with or into, CCA, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of CCA or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of CCA outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a 45% or more of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance); or |
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(5) the first day on which a majority of the members of the Board of Directors of CCA are not Continuing Directors. |
(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus | |
(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus | |
(3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus | |
(4) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus | |
(5) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP. |
(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or Restricted Subsidiary of the Person; | |
(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; | |
(3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; | |
(4) the cumulative effect of a change in accounting principles will be excluded; and | |
(5) the Net Income or loss of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries. |
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(1) was a member of such Board of Directors on the date of the Indenture; or | |
(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. |
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(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letters of credit or bankers acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations, but excluding amortization of debt issuance costs and original issue discount and other non-cash interest payments; plus | |
(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus | |
(3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus | |
(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than (i) dividends on Equity Interests payable in Equity Interests of CCA (other than Disqualified Stock) or (ii) dividends to CCA or a Restricted Subsidiary of CCA, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local effective cash tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. |
(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; | |
(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and | |
(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but |
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only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date. |
(1) the Guarantors named under Subsidiary Guarantees above; and | |
(2) any other subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the Indenture; and their respective successors and assigns. |
(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and | |
(2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates. |
(1) in respect of borrowed money; | |
(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); | |
(3) in respect of bankers acceptances; |
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(4) representing Capital Lease Obligations; | |
(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or | |
(6) representing any Hedging Obligations, |
(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; | |
(2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; and | |
(3) with respect to Hedging Obligations, the amount of Indebtedness required to be recorded as a liability in accordance with GAAP. |
(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any |
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of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; | |
(2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss; | |
(3) any loss resulting from impairment of goodwill recorded on the consolidated financial statement of a Person pursuant to SFAS No. 142 Goodwill and Other Intangible Assets; | |
(4) any loss resulting from the change in fair value of a derivative financial instrument pursuant to SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities; and | |
(5) amortization of debt issuance costs. |
(1) as to which neither CCA nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; | |
(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of CCA or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and | |
(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of CCA or any of its Restricted Subsidiaries. |
(1) any Investment in CCA or in a Restricted Subsidiary of CCA; | |
(2) any Investment in cash or Cash Equivalents; |
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(3) any Investment by CCA or any Restricted Subsidiary of CCA in a Person, if as a result of such Investment: |
(a) such Person becomes a Restricted Subsidiary of CCA; or | |
(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, CCA or any Restricted Subsidiary of CCA; |
(4) any Investment made as a result of the receipt of non-cash consideration (including Designated Non-Cash Consideration) from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption Repurchase at the Option of Holders Asset Sales; | |
(5) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of CCA; | |
(6) any Investments received in compromise of obligations of such persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; | |
(7) Hedging Obligations; | |
(8) other Investments in any other Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (8) not to exceed $35.0 million; | |
(9) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business; | |
(10) loans or advances to employees made in the ordinary course of business of CCA or any Restricted Subsidiary not to exceed $5.0 million outstanding at any one time for all loans or advances under this clause (10); | |
(11) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to CCA or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor; | |
(12) Investments in existence on the date of the Indenture; | |
(13) Guarantees issued in accordance with the covenant described above under the caption Certain Covenants Incurrence of Indebtedness and Issuance of Preferred Stock; | |
(14) Investments that are made with Equity Interests of CCA (other than Disqualified Stock of CCA); and | |
(15) any Investment by CCA or any Restricted Subsidiary of CCA in a joint venture in a Permitted Business not to exceed $15.0 million outstanding at any one time. |
(1) Liens on real or personal property of CCA and any Guarantor securing Indebtedness and other Obligations under Credit Facilities that were permitted by the terms of the Indenture to be incurred; | |
(2) Liens in favor of CCA or the Guarantors; |
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(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with CCA or any Restricted Subsidiary of CCA; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with CCA or the Restricted Subsidiary; | |
(4) Liens on property existing at the time of acquisition of the property by CCA or any Restricted Subsidiary of CCA, provided that such Liens were in existence prior to the contemplation of such acquisition; | |
(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; | |
(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (3) of the second paragraph of the covenant described above under the caption Certain Covenants Incurrence of Indebtedness and Issuance of Preferred Stock covering only the assets acquired with such Indebtedness; | |
(7) Liens existing on the date of the Indenture; | |
(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor; | |
(9) Liens securing Permitted Refinancing Indebtedness; provided that any such Lien does not extend to or cover any property, Capital Stock or Indebtedness other than the property, shares or debt securing the Indebtedness so refunded, refinanced or extended; | |
(10) Attachment or judgment Liens not giving rise to a Default or an Event of Default; | |
(11) Liens on the Capital Stock of Unrestricted Subsidiaries; | |
(12) Liens incurred in the ordinary course of business of CCA or any Subsidiary of CCA with respect to obligations that do not exceed $15.0 million at any one time outstanding; | |
(13) pledges or deposits under workmens compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which CCA or any Restricted Subsidiary is a party, or deposits to secure public or statutory obligations of CCA or any Restricted Subsidiary or deposits or cash or Government Securities to secure surety or appeal bonds to which CCA or any Restricted Subsidiary is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business; | |
(14) Liens imposed by law, including carriers, warehousemens and mechanics Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof; | |
(15) encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or liens incidental to the conduct of the business of CCA or a Restricted Subsidiary or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of CCA or such Restricted Subsidiary; | |
(16) Liens securing Hedging Obligations so long as the related Indebtedness was incurred in compliance with the covenant described in Certain Covenants Incurrence of Indebtedness and Issuance of Preferred Stock; |
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(17) leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of CCA or any of its Restricted Subsidiaries; and | |
(18) normal customary rights of setoff upon deposits of cash in favor of banks or other depository institutions. |
(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, repaid, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith); | |
(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, repaid, defeased or refunded; | |
(3) if the Indebtedness being extended, refinanced, renewed, replaced, repaid, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, repaid, defeased or refunded; and | |
(4) such Indebtedness is incurred either by CCA or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, repaid, defeased or refunded. |
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(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and | |
(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). |
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(1) has no Indebtedness other than Non-Recourse Debt; | |
(2) is not party to any agreement, contract, arrangement or understanding with CCA or any Restricted Subsidiary of CCA unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to CCA or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of CCA; | |
(3) is a Person with respect to which neither CCA nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Persons financial condition or to cause such Person to achieve any specified levels of operating results; and | |
(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of CCA or any of its Restricted Subsidiaries. |
(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, or liquidation preference, as the case may be, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by | |
(2) the then outstanding aggregate principal amount or liquidation preference, as the case may be, of such Indebtedness. |
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| an individual citizen or resident of the U.S.; | |
| a corporation (including any entity treated as a corporation for U.S. tax purposes) created or organized in or under the laws of the U.S. or of any political subdivision thereof; | |
| an estate, the income of which is subject to U.S. federal income taxation regardless of the source of the income; or | |
| a trust subject to the primary supervision of a U.S. court and the control of one or more U.S. persons, or a trust in existence on August 20, 1996 that has elected to continue to be treated as a U.S. person. |
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Item 20. | Indemnification of Directors and Officers. |
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Item 21. | Exhibits and Financial Statement Schedules |
3 | .1 | Article II of the Third Amended and Restated By-Laws (previously filed as Exhibit 3.3 to the Registration Statement on Form S-4/A (Commission File no. 333-96721), filed with the Commission on December 30, 2002 and incorporated herein by this reference) and Article V of the Amended and Restated Charter, as amended (previously filed as Exhibit 3.1 to the Companys Form 10-K filed with the Commission on April 17, 2001 and incorporated herein by this reference) and Articles of Amendment (previously filed as Exhibit 3.1 to the Companys Form 10-Q filed with the Commission on August 13, 2001 and incorporated herein by this reference). | ||
3 | .2 | Articles of Organization of CCA of Tennessee, LLC.* | ||
3 | .3 | Operating Agreement of CCA of Tennessee, LLC.* | ||
3 | .4 | Charter of Prison Realty Management, Inc. (incorporated by reference to Exhibit 3.6 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .5 | Bylaws of Prison Realty Management, Inc. (incorporated by reference to Exhibit 3.7 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .6 | Charter of Technical and Business Institute of America, Inc., as amended. (incorporated by reference to Exhibit 3.8 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .7 | Bylaws of Technical and Business Institute of America, Inc. (incorporated by reference to Exhibit 3.9 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .8 | Articles of Organization of TransCor America, LLC (incorporated by reference to Exhibit 3.10 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .9 | Operating Agreement of TransCor America, LLC (incorporated by reference to Exhibit 3.11 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .10 | Certificate of Incorporation of CCA International, Inc. (incorporated by reference to Exhibit 3.12 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .11 | Bylaws of CCA International, Inc. (incorporated by reference to Exhibit 3.13 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .12 | Articles of Organization of CCA Properties of America, LLC (incorporated by reference to Exhibit 3.14 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .13 | Operating Agreement of CCA Properties of America, LLC (incorporated by reference to Exhibit 3.15 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .14 | Articles of Organization of CCA Properties of Arizona, LLC (incorporated by reference to Exhibit 3.16 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). |
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3 | .15 | Operating Agreement of CCA Properties of Arizona, LLC (incorporated by reference to Exhibit 3.17 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .16 | Articles of Organization of CCA Properties of Tennessee, LLC (incorporated by reference to Exhibit 3.18 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .17 | Operating Agreement of CCA Properties of Tennessee, LLC (incorporated by reference to Exhibit 3.19 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .18 | Certificate of Limited Partnership of CCA Properties of Texas, L.P. (incorporated by reference to Exhibit 3.20 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .19 | Agreement of Limited Partnership of CCA Properties of Texas, L.P. (incorporated by reference to Exhibit 3.21 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .20 | Certificate of Incorporation of CCA Western Properties, Inc.* | ||
3 | .21 | Bylaws of CCA Western Properties, Inc.* | ||
4 | .1 | Indenture, dated as of March 23, 2005, by and between the Company, certain of its subsidiaries and U.S. Bank National Association, as Trustee (previously filed as Exhibit 4.1 to the Companys Current Report on Form 8-K (Commission File no. 001-16109), filed with the Commission on March 24, 2005 and incorporated herein by this reference). | ||
5 | .1 | Opinion of Bass, Berry & Sims PLC.* | ||
5 | .2 | Opinion of Miles & Stockbridge P.C.* | ||
8 | .1 | Tax Matters Opinion of Bass, Berry & Sims PLC.* | ||
10 | .1 | Registration Rights Agreement, dated as of March 23, 2005, by and among the Company, the Companys subsidiary guarantors, and the Initial Purchasers (as defined therein) with respect to the 6.25% Notes due 2013 (previously filed as Exhibit 10.1 to the Companys Current Report on Form 8-K (Commission File no. 001-16109), filed with the Commission on March 24, 2005 and incorporated herein by this reference). | ||
12 | .1 | Statement Regarding Computation of Ratios.* | ||
23 | .1 | Consent of Independent Registered Public Accounting Firm.* | ||
23 | .2 | Consent of Bass, Berry & Sims PLC (included in Exhibits 5.1 and 8.1). | ||
23 | .3 | Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2). | ||
24 | .1 | Power of Attorney Corrections Corporation of America and each of the Co-Registrants (contained on signature pages). | ||
25 | .1 | Statement of Eligibility of Trustee on Form T-1.* | ||
99 | .1 | Letter of Transmittal.* | ||
99 | .2 | Notice of Guaranteed Delivery.* | ||
99 | .3 | Letter to Registered Holders and Depository Trust Company Participants.* | ||
99 | .4 | Letter to Clients.* |
* | filed herewith |
Item 22. | Undertakings |
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(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | |
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; | |
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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Corrections Corporation of America |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Executive Officer and President |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Executive Officer and President (Principal Executive Officer), Vice Chairman of the Board of Directors and Director | April 26, 2005 | ||||
/s/ Irving E.
Lingo, Jr. |
Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer) | April 26, 2005 | ||||
/s/ William F. Andrews |
Chairman of the Board of Directors and Director | April 26, 2005 | ||||
/s/ Donna M. Alvarado |
Director | April 26, 2005 |
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Signature | Title | Date | ||||
/s/ Lucius E.
Burch, III |
Director | April 26, 2005 | ||||
/s/ John D. Correnti |
Director | April 26, 2005 | ||||
/s/ John R. Horne |
Director | April 26, 2005 | ||||
/s/ C. Michael Jacobi |
Director | April 25, 2005 | ||||
/s/ Charles L. Overby |
Director | April 26, 2005 | ||||
/s/ Thurgood
Marshall, Jr. |
Director | April 20, 2005 | ||||
/s/ John R.
Prann, Jr. |
Director | April 26, 2005 | ||||
/s/ Joseph V. Russell |
Director | April 26, 2005 | ||||
/s/ Henri L. Wedell |
Director | April 26, 2005 |
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CCA of Tennessee, LLC |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Manager, Chief Executive Officer and President |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Manager, Chief Executive Officer and President (Principal Executive Officer), Chairman of the Board of Directors and Director | April 26, 2005 | ||||
/s/ Irving E.
Lingo, Jr. |
Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer) and Director | April 26, 2005 | ||||
/s/ Todd J. Mullenger |
Vice President, Treasurer and Director | April 26, 2005 |
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Prison Realty Management, Inc. |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Executive Officer and President |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Executive Officer and President (Principal Executive Officer), Chairman of the Board of Directors and Director | April 26, 2005 | ||||
/s/ Irving E.
Lingo, Jr. |
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) and Director | April 26, 2005 | ||||
/s/ Todd J. Mullenger |
Vice President, Treasurer and Director | April 26, 2005 |
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Technical and Business Institute of America, Inc. |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Executive Officer |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Executive Officer (Principal Executive Officer), Chairman of the Board of Directors and Director | April 26, 2005 | ||||
/s/ Dennis E. Bradby |
President | April 26, 2005 | ||||
/s/ Irving E.
Lingo, Jr. |
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) and Director | April 26, 2005 | ||||
/s/ Todd J. Mullenger |
Vice President, Treasurer and Director | April 26, 2005 |
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Transcor America, LLC |
By: | /s/ Sharon Johnson-Rion |
|
|
Sharon Johnson-Rion | |
Chief Manager, Chief Executive Officer | |
and President |
Signature | Title | Date | ||||
/s/ Sharon Johnson-Rion |
Chief Manager, Chief Executive Officer and President (Principal Executive Officer) | April 20, 2005 | ||||
/s/ Todd J. Mullenger |
Vice President, Treasurer (Principal Financial and Accounting Officer) | April 26, 2005 | ||||
/s/ John D. Ferguson |
Chief Executive Officer and President of CCA of Tennessee, LLC, the sole member of TransCor America, LLC, a member-managed limited liability company | April 26, 2005 |
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CCA International, Inc. |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Executive Officer and President |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Executive Officer and President (Principal Executive Officer), Chairman of the Board of Directors and Director | April 26, 2005 | ||||
/s/ Irving E.
Lingo, Jr. |
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) and Director | April 26, 2005 | ||||
/s/ Todd J. Mullenger |
Vice President, Treasurer and Director | April 26, 2005 |
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CCA Properties of America, LLC |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Manager, Chief Executive Officer and | |
President |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Manager, Chief Executive Officer and President (Principal Executive Officer) | April 26, 2005 | ||||
/s/ Irving E.
Lingo, Jr. |
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | April 26, 2005 | ||||
/s/ John D. Ferguson |
Chief Executive Officer and President of Corrections Corporation of America, the sole member of CCA Properties of America, LLC, a member-managed limited liability company | April 26, 2005 |
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CCA Properties of Arizona, LLC |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Manager, Chief Executive Officer and | |
President |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Manager, Chief Executive Officer and President (Principal Executive Officer) | April 26, 2005 | ||||
/s/ Irving E.
Lingo, Jr. |
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | April 26, 2005 | ||||
/s/ John D. Ferguson |
Chief Executive Officer and President of CCA of Tennessee, LLC, the sole member of CCA Properties of Arizona, LLC, a member-managed limited liability company | April 26, 2005 |
II-16
CCA Properties of Tennessee, LLC |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Manager, Chief Executive Officer and | |
President |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Manager, Chief Executive Officer and President (Principal Executive Officer) | April 26, 2005 | ||||
/s/ Irving E.
Lingo, Jr. |
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | April 26, 2005 | ||||
/s/ John D. Ferguson |
Chief Executive Officer and President of CCA of Tennessee, LLC, the sole member of CCA Properties of Tennessee, LLC, a member-managed limited liability company | April 26, 2005 |
II-17
CCA Properties of Texas, L.P. | |
By: CCA Properties of America, LLC | |
Its: General Partner |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Manager, Chief Executive Officer | |
and President of CCA Properties of | |
America, LLC |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Manager, Chief Executive Officer and President (Principal Executive Officer) | April 26, 2005 | ||||
/s/ Irving E.
Lingo, Jr. |
Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | April 26, 2005 | ||||
/s/ John D. Ferguson |
Chief Executive Officer and President of Corrections Corporation of America, the sole member of CCA Properties of America, LLC, a member-managed limited liability company | April 26, 2005 |
II-18
CCA Western Properties, Inc. |
By: | /s/ John D. Ferguson |
|
|
John D. Ferguson | |
Chief Executive Officer and President |
Signature | Title | Date | ||||
/s/ John D. Ferguson |
Chief Executive Officer and President (Principal Executive Officer) and Director | April 26, 2005 | ||||
/s/ Irving E. Lingo,
Jr. |
Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial and Accounting Officer) and Director | April 26, 2005 | ||||
/s/ Todd J. Mullenger |
Vice President, Treasurer and Director | April 26, 2005 |
II-19
3 | .1 | Article II of the Third Amended and Restated By-Laws (previously filed as Exhibit 3.3 to the Registration Statement on Form S-4/A (Commission File no. 333-96721), filed with the Commission on December 30, 2002 and incorporated herein by this reference) and Article V of the Amended and Restated Charter, as amended (previously filed as Exhibit 3.1 to the Companys Form 10-K filed with the Commission on April 17, 2001 and incorporated herein by this reference) and Articles of Amendment (previously filed as Exhibit 3.1 to the Companys Form 10-Q filed with the Commission on August 13, 2001 and incorporated herein by this reference). | ||
3 | .2 | Articles of Organization of CCA of Tennessee, LLC.* | ||
3 | .3 | Operating Agreement of CCA of Tennessee, LLC.* | ||
3 | .4 | Charter of Prison Realty Management, Inc. (incorporated by reference to Exhibit 3.6 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .5 | Bylaws of Prison Realty Management, Inc. (incorporated by reference to Exhibit 3.7 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .6 | Charter of Technical and Business Institute of America, Inc., as amended. (incorporated by reference to Exhibit 3.8 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .7 | Bylaws of Technical and Business Institute of America, Inc. (incorporated by reference to Exhibit 3.9 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .8 | Articles of Organization of TransCor America, LLC (incorporated by reference to Exhibit 3.10 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .9 | Operating Agreement of TransCor America, LLC (incorporated by reference to Exhibit 3.11 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .10 | Certificate of Incorporation of CCA International, Inc. (incorporated by reference to Exhibit 3.12 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .11 | Bylaws of CCA International, Inc. (incorporated by reference to Exhibit 3.13 to Amendment No. 2 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on September 25, 2002). | ||
3 | .12 | Articles of Organization of CCA Properties of America, LLC (incorporated by reference to Exhibit 3.14 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .13 | Operating Agreement of CCA Properties of America, LLC (incorporated by reference to Exhibit 3.15 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .14 | Articles of Organization of CCA Properties of Arizona, LLC (incorporated by reference to Exhibit 3.16 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .15 | Operating Agreement of CCA Properties of Arizona, LLC (incorporated by reference to Exhibit 3.17 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .16 | Articles of Organization of CCA Properties of Tennessee, LLC (incorporated by reference to Exhibit 3.18 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .17 | Operating Agreement of CCA Properties of Tennessee, LLC (incorporated by reference to Exhibit 3.19 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). |
3 | .18 | Certificate of Limited Partnership of CCA Properties of Texas, L.P. (incorporated by reference to Exhibit 3.20 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .19 | Agreement of Limited Partnership of CCA Properties of Texas, L.P. (incorporated by reference to Exhibit 3.21 to Amendment No. 3 to the Companys Registration Statement on Form S-4 (Registration 333-96721) filed with the Commission on December 30, 2002). | ||
3 | .20 | Certificate of Incorporation of CCA Western Properties, Inc.* | ||
3 | .21 | Bylaws of CCA Western Properties, Inc.* | ||
4 | .1 | Indenture, dated as of March 23, 2005, by and between the Company, certain of its subsidiaries and U.S. Bank National Association, as Trustee (previously filed as Exhibit 4.1 to the Companys Current Report on Form 8-K (Commission File no. 001-16109), filed with the Commission on March 24, 2005 and incorporated herein by this reference). | ||
5 | .1 | Opinion of Bass, Berry & Sims PLC.* | ||
5 | .2 | Opinion of Miles & Stockbridge P.C.* | ||
8 | .1 | Tax Matters Opinion of Bass, Berry & Sims PLC.* | ||
10 | .1 | Registration Rights Agreement, dated as of March 23, 2005, by and among the Company, the Companys subsidiary guarantors, and the Initial Purchasers (as defined therein) with respect to the 6.25% Notes due 2013 (previously filed as Exhibit 10.1 to the Companys Current Report on Form 8-K (Commission File no. 001-16109), filed with the Commission on March 24, 2005 and incorporated herein by this reference). | ||
12 | .1 | Statement Regarding Computation of Ratios.* | ||
23 | .1 | Consent of Independent Registered Public Accounting Firm.* | ||
23 | .2 | Consent of Bass, Berry & Sims PLC (included in Exhibits 5.1 and 8.1). | ||
23 | .3 | Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2). | ||
24 | .1 | Power of Attorney Corrections Corporation of America and each of the Co-Registrants (contained on signature pages). | ||
25 | .1 | Statement of Eligibility of Trustee on Form T-1.* | ||
99 | .1 | Letter of Transmittal.* | ||
99 | .2 | Notice of Guaranteed Delivery.* | ||
99 | .3 | Letter to Registered Holders and Depository Trust Company Participants.* | ||
99 | .4 | Letter to Clients.* |
* | filed herewith |
EXHIBIT 3.2 ARTICLES OF ORGANIZATION OF CCA OF TENNESSEE, LLC The undersigned, acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act, Tennessee Code Annotated, Section 48-201-101 et seq. (the "Act"), hereby adopts the following Articles of Organization for such limited liability company: ARTICLE I The name of the limited liability company is CCA of Tennessee, LLC. ARTICLE II The street address and zip code of the initial registered office of the limited liability company shall be 10 Burton Hills Boulevard, Nashville, Tennessee 37215, Davidson County. The name of the limited liability company's initial registered agent at its initial registered office is G.A. Puryear IV. ARTICLE III The name and address of the organizer is Albert J. Bart, Esq., Stokes Bartholomew Evans & Petree, P.A., 424 Church Street, Suite 2800, Nashville, Tennessee 37219. ARTICLE IV At the date and time of formation and the filing of these Articles of Organization, there is one (1) member of the limited liability company. ARTICLE V The limited liability company shall be managed by its members. ARTICLE VI The street address and zip code of the principal executive office of the limited liability company and the county in which the principal executive office is located is 10 Burton Hills Boulevard, Nashville, Tennessee 37215, Davidson County. ARTICLE VII The limited liability company shall not have the power and authority to expel a member. ARTICLE VIII The members of the limited liability company and any other parties to any contribution agreement or contribution allowance agreement with the limited liability company shall not have preemptive rights. ARTICLE IX On the occurrence of any event that terminates the continued membership of a member, if there is at least one (1) remaining member and the existence and business of the limited liability company is continued by the consent of a majority in interest of the remaining members, the limited liability company shall not be dissolved and is not required to be wound up. ARTICLE X (a) The limited liability company shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member, manager, employee or agent of the limited liability company, or is or was serving at the request of the limited liability company as a governor, manager, director, officer, partner, trustee, employee or agent of another foreign or domestic limited liability company, corporation, partnership, limited partnership, joint venture, employee benefit plan or other enterprise, including service on a committee formed for any purpose (and in each case, his or her heirs, executors, administrators and personal representatives), against all expenses, liability and loss (including counsel fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement) incurred or suffered in connection with such action to the fullest extent permitted by the Act and applicable law, as in effect on the date hereof and as hereafter amended. Such indemnification may include advances or reimbursement of expenses in advance of final disposition of such action, suit or proceeding, subject to the provisions of the Act and applicable law. (b) The indemnification and advancement of expenses provisions of subsection (a) shall not be exclusive of any other right which any person (and his or her heirs, executors and administrators) may have or hereafter acquire under the Act, applicable law, provision of the Articles of Organization, the limited liability company's Operating Agreement, in a resolution of members, an agreement providing for such indemnification or advancement of expenses, or insurance, purchased by the limited liability company or otherwise, both as to action in his of her official capacity and as to action in another capacity. The limited liability company is hereby authorized to provide for indemnification and advancement of expenses through its Articles of Organization, Operating Agreement, resolution of members and agreement. 2 IN WITNESS WHEREOF, these Articles of Organization have been executed by the undersigned organizer of the limited liability company. /s/ Albert J. Bart ------------------------- Albert J. Bart, Organizer 3
EXHIBIT 3.3 OPERATING AGREEMENT OF CCA OF TENNESSEE, LLC This OPERATING AGREEMENT (the "Agreement") is executed by the party whose signature appears below (the "Member" and collectively with any members admitted after the date hereof, the "Members") as of the 31st day of December, 2004. ARTICLE I. FORMATION 1.1 FORMATION. The Member has formed a member-managed limited liability company pursuant to the Tennessee Limited Liability Company Act (the "Act") through the statutory conversion of CCA of Tennessee, Inc., a Tennessee corporation, to a limited liability company pursuant to the Tennessee Business Corporation Act. 1.2 NAME. The name of the limited liability company shall be CCA of Tennessee, LLC (the "Company"). 1.3 ARTICLES OF ORGANIZATION. The Articles of Organization (the "Articles"), filed with the Secretary of State of the State of Tennessee on December 31, 2004, are hereby adopted and ratified by the Members. In the event of a conflict between the terms of this Agreement and the terms of the Articles, the terms of the Articles shall prevail. 1.4 DEFINITIONS. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Act. ARTICLE II. PURPOSE AND POWERS 2.1 PURPOSE. The purpose of the Company shall be to engage in any lawful business. 2.2 POWERS. In furtherance of the foregoing purpose, the Company shall have the full power and authority to conduct its business as provided by the Act and applicable law. ARTICLE III. CAPITAL 3.1 CAPITAL ACCOUNTS. For any period during which the Company is a disregarded entity for federal income tax purposes, the Company may, but need not, establish and maintain a capital account for its Member in accordance with such principles as the Member may determine. For any period during which the Company is a partnership for federal income tax purposes, the Company shall establish and maintain a capital account on the books of the Company for each Member in accordance with the provisions of Treas. Reg. Section 1.704-1(b)(2)(iv). 3.2 CAPITAL CONTRIBUTIONS. Each Member has made a contribution to the capital of the Company in exchange for the percentage interest (collectively, the "Percentage Interests") set forth on Schedule A attached hereto. 3.3 ADDITIONAL CAPITAL CONTRIBUTIONS. No additional capital contributions shall be required of any Member. No Member may contribute additional capital to the Company without the prior unanimous written consent of the Members. ARTICLE IV. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTION OF CASH FLOW 4.1 ALLOCATIONS OF PROFITS AND LOSSES. (a) For any period during which the Company is a disregarded entity for federal income tax purposes, all Company net profits and net losses, and each item of income and expense related thereto ("Profits" and "Losses," respectively), shall be treated for federal income tax purposes in a manner consistent with such characterization. (b) For any period during which the Company is a partnership for federal income tax purposes, all Profits and Losses (except for such items relating to property contributed to the Company by a Member, which shall be allocated pursuant to Section 704(c) of the Internal Revenue Code of 1986 (the "Code") and the regulations thereunder) shall be allocated to the Members according to their respective Percentage Interests; provided, however, that if any Member unexpectedly receives an adjustment or allocation described in Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) in any year or other period, and as a result would have an adjusted capital account deficit as of the last day of such year or other period, then items of income and gain of the Company for such year or other period (and, if necessary, for subsequent years or periods) shall be specially allocated to such Member in the amount and in the proportions required to eliminate such deficit as quickly as possible. 4.2 DISTRIBUTIONS TO MEMBERS. Distributions (in cash or in kind) shall be made by the Company to the Members in such amounts and at such times as the Members shall determine. All distributions shall be made in accordance with the Percentage Interests of the Members (except for distributions upon the dissolution and winding up of the Company which shall be made in the manner hereinafter provided). 4.3 STATEMENTS OF MEMBERSHIP INTERESTS. Upon the written request of any Member, the Secretary shall promptly advise such Member of the particular Membership Interest owned by such Member as of the date such written statement is issued by the Secretary. Any such written statement of Membership Interest shall not be deemed to be a certificated security, a negotiable instrument, nor a bond or stock and shall not be a vehicle by which any transfer of any Member's interest in the Company may be effected. Notwithstanding anything in this Agreement to the contrary, 2 Membership Interests in the Company shall not be deemed or constitute "securities" for the purposes of Article 8 of the Uniform Commercial Code. ARTICLE V. MEMBERS AND VOTING RIGHTS 5.1 MEMBERSHIP VOTING POWER. Each Member shall have voting power equal to such Member's Percentage Interest (determined without regard to any assignment of such Member's Financial Rights) as shown on Schedule A. At any meeting of the Members, each Member present (in person or by proxy) and entitled to vote shall have a number of votes equal to such Member's Percentage Interest. At any meeting of the Members at which a quorum is present (in person or by proxy), a majority of the Membership voting power present (in person or by proxy) at the time the vote is taken is required to take action on a matter unless a vote of greater proportion is otherwise required by this Agreement, the Articles or the Act. 5.2 MEETINGS. Meetings of all Members may be called by the Chief Manager, Secretary or any Member by mailing notice to all Members no fewer than ten (10) calendar days and no more than sixty (60) calendar days before the meeting date, stating the purpose or purposes of such meeting. Any such meetings shall be held at the principal place of business of the Company or such other place as may be designated in the notice. When any notice is required to be given to any Member, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. Attendance by a Member at a meeting is a waiver of notice of such meeting, unless the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not otherwise participate in the consideration of any matter at the meeting. A meeting may take place by telephone conference call or any other form of electronic communication through which the Members may simultaneously hear each other. Such meeting shall be deemed to be held at the principal executive office of the Company or at the place properly named in the notice calling the meeting. 5.3 QUORUM REQUIREMENTS FOR MEETINGS. The Members present (in person or by proxy) and holding a majority of the Membership voting power at any meeting shall constitute a quorum for the transaction of business. Once a Member is represented at any meeting, such Member is deemed to be present for the remainder of that meeting and for any adjournment. A meeting may be adjourned, and notice of an adjourned meeting is not necessary if the date, time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. 5.4 ACTION WITHOUT A MEETING. Action required or permitted to be taken at a meeting of the Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by the Members holding a majority of the Membership voting power entitled to vote and delivered to the Secretary of the Company for filing with the Company records. 3 5.5 ADMISSION OF NEW MEMBERS. Except as provided in Article X of this Agreement, no other person shall be made a Member without the written approval of the Members holding 100% of the Percentage Interests. 5.6 NO POWER OR RIGHT TO WITHDRAW FROM MEMBERSHIP IN COMPANY. Except as provided in Section 10.2, no Member shall have the power or right to withdraw, resign or retire from the Company prior to the expiration of the term of the Company as provided herein and any attempt by a Member to withdraw, retire or resign from the Company prior to the expiration of the term shall be null and void. ARTICLE VI. MANAGEMENT OF THE COMPANY 6.1 MEMBER-MANAGED. The Company shall be a "member-managed" limited liability company as such term is defined in the Act. The management and control of the Company shall rest with the Members exclusively in their membership capacity. The Members shall have all the rights and powers that may be possessed by Members under the Act (as modified by this Agreement or the Articles). 6.2 OFFICERS TO ACT FOR COMPANY. Each Member has the power to bind the Company as an agent in the normal course of business of the Company. The Members covenant and agree, however, that they will not exercise such authority except in their capacity as officers of the Company, it being the intention of the Members that all actions taken by the Company shall be taken through its officers. ARTICLE VII. OFFICERS 7.1 OFFICERS. The Company shall at all times have at least two officers, those being the Chief Manager and the Secretary. The Company may have additional officers who shall perform such duties as may be prescribed by the Members upon their election. An officer of the Company need not be a Member. 7.2 DUTIES OF THE PERSON HOLDING THE OFFICE OF CHIEF MANAGER. The Chief Manager shall have the duty to manage the day-to-day operations of the Company and to perform other duties customarily performed by a chief executive officer. The Chief Manager may also be referred to as the Chief Executive Officer and/or President of the Company. The initial Chief Manager shall be John D. Ferguson. 7.3 DUTIES OF THE PERSON HOLDING THE OFFICE OF SECRETARY. The Secretary shall have the duty to maintain the records of all proceedings of the Members and to perform other duties customarily performed by a secretary. The initial Secretary shall be G.A. Puryear IV. 7.4 ELECTION OF OFFICERS. All officers, including the Chief Manager and the Secretary, shall be elected by the Members. 4 7.5 COMPENSATION OF OFFICERS. No officer shall receive any compensation from the Company without the prior approval of the Members. 7.6 REMOVAL AND RESIGNATION OF OFFICERS. The Members may remove any officer, including the Chief Manager and the Secretary, with or without cause. The Members may eliminate any officer position other than that of the Chief Manager and the Secretary. Any officer may resign upon thirty (30) days' prior written notice to the Members, but such resignation shall not affect such person's status, if any, as a Member. Upon the death, resignation or removal of the Chief Manager, the Members shall immediately vote to appoint a new Chief Manager. Upon the death, resignation or removal of the Secretary, the Members shall immediately vote to appoint a new Secretary. 7.7 OTHER ACTIVITIES. Any officer or Member may engage in other activities, including those of a nature which are the same as or similar to the business of the Company, without any duty or obligation to account to the Company in connection therewith. ARTICLE VIII. INDEMNIFICATION The Company shall indemnify all of its officers, employees and Members to the fullest extent of and in accordance with the Act as now in effect or hereafter amended. ARTICLE IX. FISCAL MATTERS 9.1 BOOKS AND RECORDS. Full and accurate books and records of the Company shall be maintained at its principal executive office showing all receipts and expenditures, assets and liabilities, profits and losses, and all other records necessary for recording the Company's business, operations and affairs. All Members shall have access at reasonable times to the books and records of the Company, during regular business hours, at the Company's principal executive office. 9.2 FISCAL YEAR. The fiscal year of the Company shall end on December 31 of each year. 9.3 BANK ACCOUNTS. All funds of the Company shall be deposited in its name at its principal financial institution, or at any other financial institutions approved by the Members. ARTICLE X. TRANSFER OF MEMBERSHIP INTERESTS 10.1 TRANSFER RESTRICTIONS. No Member may sell, assign, encumber, pledge, grant a security interest in or otherwise dispose of, voluntarily or involuntarily, in whole or in part, its Membership Interest without the prior written consent of a majority of the remaining Members, and any attempt to do so shall be void and of no force or effect, and shall constitute a breach of this Agreement. In the event that, pursuant to this Article X, any Member transfers or assigns its Membership Interest to any person or entity other than one or more of the other Members or the 5 Company, no such transfer shall become effective until the proposed transferee agrees in writing to assume and be bound by all the obligations and restrictions to which the transferor Member is subject under the terms of this Agreement and any further agreement with respect to the business of the Company. 10.2 MEMBER RESIGNATION. Any Member may resign from the Company at any time upon not less than three (3) months' prior written notice to each other Member. No Member shall be entitled to any distribution from the Company as a result of his resignation. A resigned Member shall have no right to vote on any matter to be determined by the Members. A resigned Member shall have no liability or obligation to make any additional contribution of capital to the Company determined by the Members subsequent to his resignation. 10.3 EXPULSION OF A MEMBER. The Members and the Company shall not have any power or authority to expel any Member for any reason, whether with or without cause. ARTICLE XI TERM, DISSOLUTION, WINDING UP, TERMINATION 11.1 TERM. The term of the Company shall commence on the date as of which the Articles were filed with the Secretary of the State of Tennessee and shall continue for 50 years therefrom, unless earlier terminated in accordance with the provisions hereof or as provided by law. 11.2 EVENTS CAUSING DISSOLUTION. The occurrence of any event listed in Section 48-245-101(a)(5)(A)-(K) of the Act (or any successor sections) shall not cause the dissolution of the Company. The Company shall be dissolved and its affairs wound up only: (a) Upon the expiration of the term of the Company stated above; or (b) Upon the written consent of Members holding a majority of the Percentage Interests in the Company. 11.3 WINDING UP AFFAIRS UPON DISSOLUTION. Upon dissolution of the Company, the officers or the other persons required or permitted by law to carry out the winding up of the affairs of the Company shall cause the following steps to be taken: (a) NOTIFY MEMBERS. The Company shall promptly notify all Members of such dissolution and proceed to wind up the affairs of the Company. (b) FILE NECESSARY DOCUMENTS. The Company shall prepare and file all instruments or documents required by law to be filed to reflect the dissolution of the Company. (c) PAY CREDITORS. The Company shall pay all outstanding liabilities and expenses of the Company. 6 (d) ESTABLISH RESERVES. The Company shall establish such reserves for unknown or contingent liabilities as are appropriate. (e) DISTRIBUTE REMAINING ASSETS TO MEMBERS. For any period during which the Company is a disregarded entity for federal income tax purposes, the Company shall distribute any remaining assets to its Member. For any period during which the Company is a partnership for federal income tax purposes, the Company shall distribute any remaining assets to the Members in accordance with their respective capital accounts (after giving effect to the allocation of all Profits and Losses). No Member shall be obligated to contribute cash or property to restore a negative capital account balance during the existence of the Company or upon its dissolution and liquidation. (f) TERMINATION. The Members shall officially terminate the Company when its affairs have been wound up and the distribution of its assets has been completed. ARTICLE XII. GENERAL PROVISIONS 12.1 WAIVER OF RIGHT TO PARTITION. As a material inducement to each Member to execute this Agreement, each Member covenants and represents to each other Member that, during the existence of the Company, no Member, nor his heirs, representatives, successors, transferees or assigns, shall attempt to make any partition of any Company assets, whether now owned or hereafter acquired, and each Member waives all rights of partition provided by statute or principles of law or equity, including partition in kind or partition by sale. 12.2 NOTICES. All notices, consents, waivers, directions, requests, votes or other instruments or communications provided for under this Agreement shall be in writing, signed by the party giving the same, and shall be deemed properly given three (3) business days after mailing if sent by hand delivery or by United States mail, postage prepaid, addressed: (a) TO THE COMPANY 10 Burton Hills Boulevard Nashville, Tennessee 37215 (b) TO THE MEMBERS. In the case of any Member, to the address of such Member set forth in the records of the Company. 12.3 INTEGRATION. This Agreement embodies the entire agreement and understanding among the Members and supersedes all prior agreements and understandings, if any, among and between the Members relating to the subject matter hereof. 12.4 APPLICABLE LAW. This Agreement and the rights of the Members shall be governed by and construed and enforced in accordance with the substantive laws of the State of Tennessee. 7 12.5 SEVERABILITY. In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby. 12.6 BINDING EFFECT. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon, and inure to the benefit of, the Members and their respective heirs, executors, administrators, successors, transferees and assigns. 12.7 TERMINOLOGY. As the context may require, all personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural, as appropriate. Titles of Articles and Sections are for convenience only and neither limit nor amplify the provisions of this Agreement itself. 12.8 AMENDMENT. This Agreement may be amended, modified or supplemented only by a writing executed by the holders of all of the Governance Rights and Financial Rights. [remainder of this page intentionally left blank] 8 IN WITNESS WHEREOF, this Agreement is hereby executed and effective as of the date first set forth above. CORRECTIONS CORPORATION OF AMERICA By: /s/ John D. Ferguson ----------------------------------------- Its: Chief Executive Officer and President ---------------------------------------- 9 SCHEDULE A TO OPERATING AGREEMENT MEMBERS
Name Percentage Interest ---- ------------------- Corrections Corporation of America 100%
EXHIBIT 3.20 CERTIFICATE OF INCORPORATION OF CCA WESTERN PROPERTIES, INC. ARTICLE I. The name of the corporation is CCA Western Properties, Inc. ARTICLE II. The address of its registered office in the State of Delaware is 1209 Orange Street, in the city of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE III. The purpose for which the corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "DGCL"). ARTICLE IV. The total number of shares of stock which the corporation shall have authority to issue is 1,000 shares of Common Stock, $0.01 par value per share. ARTICLE V. The name and mailing address of the sole incorporator are as follows: Albert J. Bart Stokes Bartholomew Evans & Petree, P.A. 424 Church Street, Suite 2800 Nashville, Tennessee 37219 ARTICLE VI. The corporation is to have perpetual existence. ARTICLE VII. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the corporation is expressly authorized to make, alter or repeal the Bylaws of the corporation, subject to the powers of the stockholders to adopt Bylaws or to amend or repeal any Bylaws adopted or amended by the Board of Directors. ARTICLE VIII. Meetings of the corporation's stockholders may be held within or outside the State of Delaware, as the Bylaws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the corporation. Election of directors need not be by written ballot unless the Bylaws of the corporation so provide. ARTICLE IX. A director of the corporation shall, to the full extent permitted by applicable law, including the DGCL, as it now exists or as it may hereafter be amended, not be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director. Neither any amendment nor repeal of this ARTICLE IX, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this ARTICLE IX, shall eliminate or reduce the effect of this ARTICLE IX in respect of any matter occurring, or any cause of action, suit or claim that, but for this ARTICLE IX would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. If the DGCL or any other applicable law is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL or other applicable law, as so amended. ARTICLE X. To the full extent permitted by applicable law, the corporation is authorized to provide indemnification of (and advancement of expenses to) any person who is or was a director, officer, employee or agent of the corporation (or who serves or served in such capacity or similar capacity with another enterprise at the direction of the corporation), and any other persons to which the DGCL permits the corporation to provide indemnification, through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors or otherwise, in excess of indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable law (statutory or non-statutory), with respect to actions for breach of duty to the corporation, its stockholders, and others. No amendment, repeal or modification of the foregoing provisions of this ARTICLE X shall adversely affect any right or protection of a director, officer, agent, or other person existing at the time of, or increase the liability of any director, officer or agent of the corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification. ARTICLE XI. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation. 2 I, Albert J. Bart, being the sole incorporator herein before named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly I have hereunto set my hand this 21st day of December, 2004. /s/ Albert J. Bart -------------------------------------- Albert J. Bart, Incorporator 3
EXHIBIT 3.21 CCA WESTERN PROPERTIES, INC. BYLAWS ARTICLE I. OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and outside the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II. MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held at the principal business office of the corporation, or at such other place as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or outside the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. The chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the provisions of this Section 2, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) calendar days before the date of the meeting. Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) calendar days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) calendar days prior to the meeting, either on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation of the corporation, may be called by the corporation's chief executive officer and shall be called by the chief executive officer or secretary of the corporation at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning at least twenty percent (20%) of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty (60) calendar days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the law or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 11. Unless otherwise provided in the corporation's certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such 2 stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 12. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, (a) participate in a meeting of stockholders, and (b) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation. ARTICLE III. BOARD OF DIRECTORS Section 1. The number of directors which shall constitute the whole Board of Directors shall be not less than one (1) nor more than twelve (12). The number of directorships at any time shall be that number most recently fixed by action of the Board of Directors or in agreements between the corporation and its stockholders, or absent such action or agreement, shall be the number of directors elected at the preceding annual meeting of stockholders, or the meeting held in lieu thereof, plus the number elected since any such meeting to account for any increase in the size of the Board of Directors. Section 2. Except as otherwise provided in the corporation's certificate of incorporation or in agreements between the corporation and its stockholders, only persons who are nominated in accordance with the procedures set forth in this Section 2 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the secretary of the corporation. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. 3 Section 3. Except as otherwise provided in the certificate of incorporation or in agreements between the corporation and its stockholders, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. Section 4. The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the corporation's certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. Section 5. The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware. Section 6. The first meeting of each newly elected Board of Directors shall be held immediately following each annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. Section 7. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Section 8. Special meetings of the Board may be called by the chief executive officer of the corporation upon notice to each director. Special meetings shall also be called by the chief executive officer or secretary of the corporation in like manner and on like notice on the written request of two directors unless the Board consists of only one director, in which case special meetings shall be called by the chief executive officer or secretary in like manner and on like notice on the written request of the sole director. Section 9. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 10. Unless otherwise restricted by the corporation's certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 11. Unless otherwise restricted by the corporation's certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated 4 by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 12. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation as appointed by the Board of Directors. The Board of Directors shall designate the directors who shall serve as members of the committees and may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolutions of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation; but no such committee shall have the power or authority in reference to amending the corporation's certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Section 13. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Section 14. Unless otherwise restricted by the corporation's certificate of incorporation, these bylaws or agreements between the corporation and its stockholders, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Section 15. Unless otherwise restricted by the corporation's certificate of incorporation or by law or by agreements between the corporation and its stockholders, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors. ARTICLE IV. NOTICES Section 1. Whenever under the provisions of these bylaws, the corporation's certificate of incorporation or applicable law, written notice is required to be given to any director, officer or stockholder of the corporation, it shall not be construed to mean personal 5 notice, but such notice will be deemed given by depositing the same in the United States mail, postage prepaid, addressed to such stockholder, officer, or director at such address as appears on the corporation's current record of stockholders and, such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice to an officer or director also may be given personally or by facsimile or other electronic transmission (including e-mail). Written notice to stockholders also may be given personally or by a form of electronic transmission (including e-mail) consented to by the stockholder to whom the notice is given. If notice to a stockholder is provided by electronic transmission, such notice shall be deemed given: (a) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the stockholder has given consent to receive notice; (c) if by posting on an electronic network together with separate notice to the stockholder of such specific posting upon the later of (i) such posting, and (ii) the giving of such separate notice; and (d) if by any other electronic transmission, when directed to the stockholder. Section 2. Whenever under the provisions of these bylaws, the corporation's certificate of incorporation or applicable law, notice is required to be given to any director, officer or stockholder of the corporation, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V. OFFICERS Section 1. The officers of the corporation shall be elected by the Board of Directors and, subject to the requirements of applicable law, may be comprised of a chairman of the Board of Directors, chief executive officer, president, vice president, secretary, treasurer, chief financial officer and such other officers as the Board of Directors may deem appropriate. Any number of offices may be held by the same person, unless the corporation's certificate of incorporation, these bylaws or applicable law otherwise provide. Subject to any terms, powers and duties as may be enumerated in these bylaws, the officers appointed by the Board shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board. Section 2. The Board of Directors may appoint such other agents as it shall deem necessary who shall hold their positions for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Section 3. The Board of Directors at its first meeting after each annual meeting of stockholders shall elect the officers. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy 6 occurring in any office of the corporation shall be filled by the Board of Directors. Section 6. The chairman of the Board of Directors shall preside at all meetings of the stockholders and the Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform such other duties as the Board of Directors may from time to time prescribe. Section 7. The chief executive officer shall, subject to the powers of the Board of Directors, be in the general and active charge of the entire business and affairs of the corporation, and shall be its chief policy making officer. He shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these bylaws. Whenever the president is unable to serve, by reason of sickness, absence or otherwise, the chief executive officer shall perform all the duties and responsibilities and exercise all the powers of the president. Section 8. The president of the corporation, subject to the powers of the Board of Directors and the chief executive officer, shall have general charge of the business affairs and property of the corporation, and control over its officers, agents and employees, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The president may sign bonds, mortgages, certificates for shares and all other contracts and documents except in cases where the signing and execution thereof shall be expressly delegated by law, by the Board of Directors or by these bylaws to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the chief executive officer, the Board of Directors or as may be provided in these bylaws. Section 9. In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Section 10. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation (if any) and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature. Section 11. The chief financial officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books 7 belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The chief financial officer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the chief executive officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all financial transactions and of the financial condition of the corporation. ARTICLE VI. CERTIFICATES OF STOCK; TRANSFERS; RECORD DATES Section 1. The shares of the corporation shall be represented by certificates. Certificates shall be signed by, or in the name of the corporation by, the chairman of the Board of Directors, chief executive officer, president or a vice president, and by the secretary or an assistant secretary of the corporation. Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Section 3. The Board of Directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to affirm the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation. Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful 8 action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten (10) calendar days before the date of such meeting, nor more than sixty (60) calendar days prior to any other action. Except as otherwise required by law, a determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. ARTICLE VII. GENERAL PROVISIONS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the corporation's certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Section 2. Shares of voting stock or other equity interests issued by another entity and held in the name of the corporation may be voted by the chairman, chief executive officer, president or secretary on behalf of the corporation, on any issue submitted to the stockholders or equity holders of such other entity with respect to which the corporation is entitled to vote. Section 3. All checks or demands for money and notes of the corporation shall be signed by the chairman, president, chief executive officer, chief financial officer, any vice president, treasurer, secretary or such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 4. The fiscal year of the corporation shall be the calendar year. Section 5. The corporation shall have no seal unless expressly provided for by resolution of the Board of Directors. Section 6. The corporation shall indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person's testator or intestate is or was a director or officer of the corporation or serves or served at the 9 request of the corporation any other enterprise as a director or officer (or similar position). The corporation may indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person's testator or intestate is or was an employee or agent of the corporation or serves or served at the request of the corporation any other enterprise as a an employee or agent. The rights provided to any person by this by-law shall be enforceable against the corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a director or officer as provided above. No amendment of this bylaw shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this Section 6, the term "corporation" shall include any predecessor of the corporation and any constituent corporation (including any constituent of a constituent) absorbed by the corporation in a consolidation or merger; the term "other enterprise," shall include any corporation, partnership, joint venture, trust or employee benefit plan; service "at the request of the corporation" shall include service as a director, officer or employee of the corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the corporation. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such director or officer to repay such amount unless it shall ultimately be determined that such individual is entitled to be indemnified by the corporation as authorized in this Section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The indemnification provided by this Section 6 shall not be exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such individual's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent (or similar position) of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify against such liability under the provisions of this Section 6. 10 Section 7. Without limiting any of the authority of the corporation's officers provided by or contemplated by the other Sections of these bylaws, the Board of Directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 8. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the Board of Directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute. Section 9. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the corporation's certificate of incorporation or Delaware or other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect. ARTICLE VIII. AMENDMENTS Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the corporation's certificate of incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the corporation's certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws. * * * These bylaws have been adopted by the corporation's Board of Directors and are effective as of the 21st day of December, 2004. CCA WESTERN PROPERTIES, INC. By: /s/ G.A. Puryear IV ------------------------ Printed Name: G.A. Puryear IV Title: Secretary 11
. . . EXHIBIT 5.1 April 26, 2005 Corrections Corporation of America 10 Burton Hills Boulevard Nashville, TN 37215 Re: Offer for All Outstanding 6.25% Senior Notes Due 2013 of Corrections Corporation of America in Exchange for 6.25% Senior Notes Due 2013 of Corrections Corporation of America - Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as counsel to Corrections Corporation of America, a Maryland corporation (the "Company"), and the Guarantors (as defined below) in connection with the public offering of up to $375,000,000 aggregate principal amount of 6.25% Senior Notes Due 2013 (the "New Notes") of the Company that are to be guaranteed on an unsecured senior basis (the "Guarantees") by the subsidiaries of the Company listed on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the "Guarantors"). The New Notes are to be issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a like principal amount and denomination of the Company's issued and outstanding 6.25% Senior Notes Due 2013 (the "Old Notes"), as contemplated by the Registration Rights Agreement dated as of March 23, 2005 (the "Registration Rights Agreement"), by and among the Company, the Guarantors and the Initial Purchasers (as defined therein). The Old Notes were issued, and the New Notes will be issued, under that certain Indenture dated as of March 23, 2005 among the Company, the Guarantors and U.S. Bank National Association as Trustee (the "Trustee"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form S-4 of the Company relating to the Exchange Offer, as filed with the Securities and Exchange Commission (the "Commission") on the date hereof (the "Registration Statement"); (ii) an executed copy of the Registration Rights Agreement; (iii) an executed copy of the Indenture; (iv) the Form T-1 of the Trustee filed as an exhibit to the Registration Statement; (v) the form of the New Notes; and (vi) executed copies of the Guarantees. We also have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such
BASS, BERRY & SIMS PLC A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW KNOXVILLE OFFICE DOWNTOWN OFFICE: 900 SOUTH GAY STREET, SUITE 1700 REPLY TO: AMSOUTH CENTER KNOXVILLE, TN 37902 AMSOUTH CENTER 315 DEADERICK STREET, SUITE 2700 (865) 521-6200 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TN 37238-3001 NASHVILLE, TN 37238-3001 (615) 742-6200 MEMPHIS OFFICE (615) 742-6200 THE TOWER AT PEABODY PLACE MUSIC ROW OFFICE: 100 PEABODY PLACE, SUITE 950 www.bassberry.com 29 MUSIC SQUARE EAST MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322 (901) 543-5900 (615) 255-6161 Corrections Corporation of America April 26, 2005 Page 2 records, documents, certificates and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, facsimile, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents executed or to be executed, we have assumed that the parties thereto other than the Company and the Guarantors had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect of such documents on such parties. We have relied on the opinions of Miles & Stockbridge P.C. to the effect that the Company is validly existing and in good standing under the laws of the State of Maryland and has the corporate power under such laws to enter into and perform its obligations under the New Notes and the Indenture, and has duly authorized, executed and delivered the Indenture. In connection with this opinion, we have assumed that the Registration Statement will have become effective, and that the New Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. As to any facts material to the opinion expressed herein that have not been independently established or verified, we have relied upon the oral or written statements and representations of officers and other representatives of the Company, the Guarantors and others. Based on the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that: 1. When the New Notes (in the form examined by us) have been duly executed and authenticated in accordance with the terms of the Indenture and have been delivered upon consummation of the Exchange Offer against receipt of Old Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Registration Rights Agreement and the Indenture, the New Notes will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and (B) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether enforceability is considered in a proceeding at law or in equity). Corrections Corporation of America April 26, 2005 Page 3 2. When the New Notes have been duly executed and authenticated in accordance with the terms of the Indenture and have been issued and delivered upon consummation of the Exchange Offer against receipt of Old Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Registration Rights Agreement and the Indenture, and each of the Guarantees has been attached thereto in accordance with the Exchange Offer, each Guarantee will constitute the valid and binding obligation of each Guarantor a party thereto, enforceable against each such Guarantor in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally and (B) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether enforceability is considered in a proceeding at law or in equity). We assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention. This opinion is given in connection with the Registration Statement and may not be relied upon for any other purpose. We hereby consent to the reference to our law firm in the Registration Statement under the caption "Legal Matters" and the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, /s/ Bass, Berry & Sims PLC SCHEDULE I LIST OF GUARANTORS
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION AND NAME OF GUARANTOR FORM OF ORGANIZATION - --------------------------------------------------- --------------------------------- CCA of Tennessee, LLC Tennessee Prison Realty Management, Inc. Tennessee Technical and Business Institute of America, Inc. Tennessee TransCor America, LLC Tennessee CCA International, Inc. Delaware CCA Properties of America, LLC Tennessee CCA Properties of Arizona, LLC Tennessee CCA Properties of Tennessee, LLC Tennessee CCA Properties of Texas, L.P. Delaware CCA Western Properties, Inc. Delaware
Exhibit 5.2 [MILES & STOCKBRIDGE LETTERHEAD] April 26, 2005 Corrections Corporation of America 10 Burton Hills Boulevard Nashville, Tennessee 37215 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as special Maryland counsel to Corrections Corporation of America, a Maryland corporation (the "Company"), in connection with the preparation of a registration statement on Form S-4 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933 (the "Securities Act") relating to the proposed exchange of up to $375,000,000 aggregate principal amount of the Company's 6.25% Senior Notes due 2013 that have been registered under the Securities Act (the "New Notes") for a like principal amount of the Company's issued and outstanding 6.25% Senior Notes due 2013 that have not been registered under the Securities Act. In our capacity as special Maryland counsel to the Company and for purposes of the opinions expressed herein, we have examined: (a) the charter of the Company, (b) the bylaws of the Company, (c) the Registration Statement, (d) the Indenture, dated as of March 23, 2005 (the "Indenture"), among the Company, the guarantors named therein and U.S. Bank National Association as trustee, (e) the form of the New Notes, (f) a certificate of the State Department of Assessments and Taxation of the State of Maryland, dated April 25, 2005, to the effect that, among other things, the Company is duly incorporated and existing under and by virtue of the laws of the State of Maryland, is in good standing and is duly authorized to transact business in the State of Maryland, and (g) such other documents and matters as we deem necessary or appropriate to render the opinions expressed herein, subject to the limitations, assumptions and qualifications set forth herein. Based on the foregoing and subject to the limitations, assumptions and qualifications set forth herein, we are of the opinion that: 1. The Company is a corporation validly existing and in good standing under the laws of the State of Maryland. Corrections Corporation of America April 26, 2005 Page 2 2. The Company has taken all necessary corporate action to authorize the execution and delivery by the Company of the Indenture and the New Notes and the performance by the Company of its obligations thereunder. The Indenture has been duly executed and delivered by the Company. We express no opinion as to the laws of any state or jurisdiction other than, and our opinions expressed herein are limited to, the laws of the State of Maryland. The opinions expressed herein are limited to the matters set forth in this letter and no other opinion should be inferred beyond the matters expressly stated. We point out that the Indenture and the New Notes are, according to their terms, to be construed in accordance with and governed by the laws of the State of New York. We acknowledge that Bass, Berry & Sims PLC will rely on the opinions set forth herein in giving certain opinions of their own on the date hereof and we consent to that reliance. We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, Miles & Stockbridge P.C. By: /s/ J.W. Thompson Webb ---------------------- Principal
. . . EXHIBIT 8.1 April 26, 2005 Corrections Corporation of America 10 Burton Hills Boulevard Nashville, TN 37215 Re: Offer for All Outstanding 6.25% Senior Notes Due 2013 of Corrections Corporation of America in Exchange for 6.25% Senior Notes Due 2013 of Corrections Corporation of America - Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as counsel to Corrections Corporation of America, a Maryland corporation (the "Company"), and the Guarantors (as defined below) in connection with the public offering of up to $375,000,000 aggregate principal amount of 6.25% Senior Notes Due 2013 (the "New Notes") of the Company that are to be guaranteed on an unsecured senior basis (the "Guarantees") by the subsidiaries of the Company listed on Schedule I attached hereto (the subsidiary guarantors set forth on Schedule I attached hereto being collectively referred to herein as the "Guarantors"). The New Notes are to be issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a like principal amount and denomination of the Company's issued and outstanding 6.25% Senior Notes Due 2013 (the "Old Notes"), as contemplated by the Registration Rights Agreement dated as of March 23, 2005 (the "Registration Rights Agreement"), by and among the Company, the Guarantors and the Initial Purchasers (as defined therein). The Old Notes were issued, and the New Notes will be issued, under that certain Indenture (the "Indenture") dated as of March 23, 2005 among the Company, the Guarantors and U.S. Bank National Association as Trustee (the "Trustee"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form S-4 of the Company relating to the Exchange Offer, as filed with the Securities and Exchange Commission (the "Commission") on the date hereof (the "Registration Statement"); (ii) an executed copy of the Registration Rights Agreement; (iii) an executed copy of the Indenture; (iv) the Form T-1 of the Trustee filed as an exhibit to the Registration Statement; (v) the form of the New Notes; and (vi) executed copies of the Guarantees. We also have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such records, documents, certificates and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth. Based on the foregoing, the statements in the Registration Statement set forth under the caption "Federal Income Tax Considerations," constitute our opinion of the material U.S.
BASS, BERRY & SIMS PLC A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW KNOXVILLE OFFICE DOWNTOWN OFFICE: 900 SOUTH GAY STREET, SUITE 1700 REPLY TO: AMSOUTH CENTER KNOXVILLE, TN 37902 AMSOUTH CENTER 315 DEADERICK STREET, SUITE 2700 (865) 521-6200 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TN 37238-3001 NASHVILLE, TN 37238-3001 (615) 742-6200 MEMPHIS OFFICE (615) 742-6200 THE TOWER AT PEABODY PLACE MUSIC ROW OFFICE: 100 PEABODY PLACE, SUITE 950 www.bassberry.com 29 MUSIC SQUARE EAST MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322 (901) 543-5900 (615) 255-6161 Corrections Corporation of America April 26, 2005 Page 2 federal income tax considerations applicable to the offering of the New Notes. In arriving at the opinion expressed above, we have assumed that the New Notes will be duly executed and delivered in substantially the forms set forth in the Indenture and will be issued as described in the Registration Statement. You should be aware that the above opinions are based on our interpretations of current law, including court authority and existing final and temporary U.S. Treasury regulations, which law is subject to change both prospectively and retroactively. Our opinions are not binding on the Internal Revenue Service or a court and there can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinions if litigated. Our opinion is rendered as of the date hereof and we assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances or law after the date hereof. In the event any one of the statements, representations or assumptions we have relied upon to issue this opinion is incorrect, our opinion may be adversely affected. This opinion is rendered solely in connection with the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to all references to Bass, Berry & Sims PLC (including discussions of our opinion) included in or made part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities and Exchange Commission. This opinion may not be relied upon for any other purpose. No opinion has been sought and none has been given concerning the tax treatment of the issuance and sale of the Notes under the laws of any other country or any state or locality. Very truly yours, /s/ Bass, Berry & Sims PLC SCHEDULE I LIST OF GUARANTORS
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION AND NAME OF GUARANTOR FORM OF ORGANIZATION - -------------------------------------------------- --------------------------------- CCA of Tennessee, LLC Tennessee Prison Realty Management, Inc. Tennessee Technical and Business Institute of America, Inc. Tennessee TransCor America, LLC Tennessee CCA International, Inc. Delaware CCA Properties of America, LLC Tennessee CCA Properties of Arizona, LLC Tennessee CCA Properties of Tennessee, LLC Tennessee CCA Properties of Texas, L.P. Delaware CCA Western Properties, Inc. Delaware
. . . EXHIBIT 12.1 STATEMENT REGARDING COMPUTATION OF RATIOS - ---------- (1) For the purpose of computing the ratio of earnings to fixed charges, earnings consist of income (loss) from continuing operations before income taxes plus fixed charges, excluding capitalized interest, and fixed charges consist of interest, whether expensed or capitalized, and amortization of loan costs. Deficiency in earnings available to cover fixed charges for the year ended December 31, 2000 was $761.4 million. This deficit is primarily the result of impairment losses of $527.8 million and the write-off of amounts under lease arrangements of $11.9 million.
YEARS ENDED DECEMBER 31, ---------------------------------------------------- 2000 2001 2002 2003 2004 --------- -------- ------- -------- -------- Income (loss) from continuing operations before income taxes, minority interest and cumulative effect of accounting change................................ $(781,182) $ 14,619 $ 7,002 $ 91,551 $104,768 Distributions from affiliates........... 6,700 -- -- -- -- Equity (earnings) loss from affiliates............................ 21,438 358 153 (119) 631 Fixed charges........................... 153,330 133,718 91,910 78,948 79,033 Less interest capitalized............... (8,330) -- -- (900) (5,839) --------- -------- ------- -------- -------- Earnings................................ $(608,044) $148,695 $99,065 $169,480 $178,593 ========= ======== ======= ======== ======== Interest expense........................ $ 129,316 $110,605 $80,094 $ 70,543 $ 66,444 Interest capitalized.................... 8,330 -- -- 900 5,839 Amortization of debt discount and premium and issuance expense.......... 15,684 23,113 11,816 7,505 6,750 --------- -------- ------- -------- -------- Fixed charges........................... $ 153,330 $133,718 $91,910 $ 78,948 $ 79,033 ========= ======== ======= ======== ======== Ratio of Earnings to Fixed Charges(1)... N/A 1.1x 1.1x 2.1x 2.3x ========= ======== ======= ======== ========
EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and related Prospectus of Corrections Corporation of America and Subsidiaries for the registration of up to $375,000,000 of 6.25% Senior Notes due 2013 and to the incorporation by reference therein of our reports dated March 4, 2005, with respect to the consolidated financial statements of Corrections Corporation of America and Subsidiaries, Corrections Corporation of America and Subsidiaries management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Corrections Corporation of America and Subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2004, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Nashville, Tennessee April 22, 2005
EXHIBIT 25.1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ------------------------------------------------------- U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identification No. 800 Nicollet Mall Minneapolis, Minnesota 55402 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) George Davison U.S. Bank National Association One Federal Street Boston, MA 02110 (617) 603-6559 (Name, address and telephone number of agent for service) Corrections Corporation of America (Issuer with respect to the Securities) Maryland 62-1763875 - --------------------------------------------- ------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 10 Burton Hills Boulevard Nashville, Tennessee 37215 - ------------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) 6.25% SENIOR NOTES DUE 2013 GUARANTEE OF 6.25% SENIOR NOTES DUE 2013 ================================================================================ FORM T-1 ITEM 1. GENERAL INFORMATION. Furnish the following information as to the Trustee. a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Washington, D.C. b) Whether it is authorized to exercise corporate trust powers. Yes ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee.* 2. A copy of the certificate of authority of the Trustee to commence business.* 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* 4. A copy of the existing bylaws of the Trustee.* 5. A copy of each Indenture referred to in Item 4. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. 7. Report of Condition of the Trustee as of March 31, 2004, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. * Incorporated by reference to Registration Number 333-67188. 2 NOTE The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on the 18th of April, 2005. U.S. BANK NATIONAL ASSOCIATION By: /S/ George Davison ------------------------------- Account Manager George Davison Title Officer By: /S/ Paul D. Allen -------------------------- Attest Name: Paul D. Allen Title Vice President 3 EXHIBIT 6 CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Dated: April 18, 2005 U.S. BANK NATIONAL ASSOCIATION By: /S/ George Davison ------------------------------ Account Manager George Davison Title Officer By: /S/ Paul D. Allen -------------------------- Attest Name: Paul D. Allen Title Vice President 4 EXHIBIT 7 U.S. BANK NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION AS OF 12/31/2004 ($000'S) 5
9/30/2004 ------------ ASSETS Cash and Due From Depository Institutions $ 6,340,324 Federal Reserve Stock 0 Securities 41,160,517 Federal Funds 2,727,496 Loans & Lease Financing Receivables 122,755,374 Fixed Assets 1,791,705 Intangible Assets 10,104,022 Other Assets 9,557,200 ------------ TOTAL ASSETS $194,436,638 LIABILITIES Deposits $128,301,617 Fed Funds 8,226,759 Treasury Demand Notes 0 Trading Liabilities 156,654 Other Borrowed Money 25,478,470 Acceptances 94,553 Subordinated Notes and Debentures 6,386,971 Other Liabilities 5,910,141 ------------ TOTAL LIABILITIES $174,555,165 EQUITY Minority Interest in Subsidiaries $ 1,016,160 Common and Preferred Stock 18,200 Surplus 11,792,288 Undivided Profits 7,054,825 ------------ TOTAL EQUITY CAPITAL $ 19,881,473 TOTAL LIABILITIES AND EQUITY CAPITAL $194,436,638
EXHIBIT 99.1 LETTER OF TRANSMITTAL TO TENDER OUTSTANDING UNREGISTERED 6.25% SENIOR NOTES DUE 2013 OF CORRECTIONS CORPORATION OF AMERICA PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED , 2005 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2005 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY. The Exchange Agent for the Exchange Offer is: U.S. BANK NATIONAL ASSOCIATION DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. IF YOU WISH TO EXCHANGE CURRENTLY OUTSTANDING AND UNREGISTERED 6.25% SENIOR NOTES DUE 2013 FOR AN EQUAL AGGREGATE PRINCIPAL AMOUNT AT MATURITY OF NEWLY REGISTERED 6.25% SENIOR NOTES DUE 2013 PURSUANT TO THE EXCHANGE OFFER, YOU MUST VALIDLY TENDER (AND NOT WITHDRAW) SUCH UNREGISTERED NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. The undersigned hereby acknowledges receipt of the Prospectus, dated , 2005 (the "Prospectus"), of Corrections Corporation of America, a Maryland corporation (the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Company's offer (the "Exchange Offer") to exchange its 6.25% Senior Notes due 2013 (the "New Notes") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding unregistered 6.25% Senior Notes due 2013 (the "Unregistered Notes"). Capitalized terms used but not defined herein have the respective meanings given to them in the Prospectus. The Company reserves the right, at any time or various times, to extend the Exchange Offer at its discretion, in which event the term "Expiration Date" shall mean the latest date to which the Exchange Offer is extended. The Company shall notify the Exchange Agent and each registered holder of the Unregistered Notes of any extension by oral or written notice no later than 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Date. This Letter of Transmittal is to be used by a holder of Unregistered Notes if Unregistered Notes are to be forwarded herewith. An Agent's Message (as defined in the next sentence) is to be used if delivery of Unregistered Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in the Prospectus under the caption "Exchange Offer -- Procedures for Tendering." The term "Agent's Message" means a message, transmitted by the Book-Entry Transfer Facility and received by the Exchange Agent and forming a part of the confirmation of a book-entry transfer ("Book-Entry Confirmation"), which states that the Book-Entry Transfer Facility has received an express acknowledgment from a participant tendering Unregistered Notes that are the subject of such Book-Entry Confirmation and that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant. Holders of Unregistered Notes whose Unregistered Notes are not immediately available, or who are unable to deliver their Unregistered Notes and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, or who are unable to complete the procedure for book-entry transfer on a timely basis, must tender their Unregistered Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "Exchange Offer -- Guaranteed Delivery Procedures." Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent. The term "holder" with respect to the Exchange Offer means any person in whose name Unregistered Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from such registered holder. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. Holders who wish to tender their Unregistered Notes must complete this Letter of Transmittal in its entirety. SIGNATURES MUST BE PROVIDED. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
By Mail: By Hand: By Facsimile: U.S. Bank National Association U.S. Bank National Association (651) 495-8158 (for eligible 60 Livingston Avenue 60 Livingston Avenue institutions only) St. Paul, MN 55107 St. Paul, MN 55107 Confirm by Telephone: Attention: Specialized Finance Attention: Specialized Finance (800) 934-6802 (800) 934-6802 (800) 934-6802 Ladies and Gentlemen: 1. The undersigned hereby tenders to the Company the Unregistered Notes described in the box entitled "Description of Unregistered Notes Tendered" pursuant to the Company's offer of $1,000 principal amount at maturity of New Notes in exchange for each $1,000 principal amount at maturity of the Unregistered Notes, upon the terms and subject to the conditions contained in the Prospectus, receipt of which is hereby acknowledged, and in this Letter of Transmittal. 2. The undersigned hereby represents and warrants that it has full authority to tender the Unregistered Notes described above. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the tender of Unregistered Notes. 3. The undersigned understands that the tender of the Unregistered Notes pursuant to all of the procedures set forth in the Prospectus will constitute an agreement between the undersigned and the Company as to the terms and conditions set forth in the Prospectus. 4. The undersigned acknowledge(s) that the Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the "SEC"), including Exxon Capital Holdings Corp., SEC No-Action Letter (available May 13, 1988), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991), and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the New Notes issued in exchange for the Unregistered Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Unregistered Notes exchanged for such New Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the Securities Act, and any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders' business and such holders are not participating in, and have no arrangement with any person to participate in, the distribution of such New Notes. 5. Unless the box under the heading "Special Registration Instructions" is checked, the undersigned hereby represents and warrants that: a. the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the undersigned, whether or not the undersigned is the holder; b. neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of such New Notes; c. neither the holder nor any such other person is an "affiliate," as such term is defined under Rule 405 promulgated under the Securities Act, of the Company or if it is an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and d. neither the undersigned nor any such other person is engaging in or intends to engage in a distribution of such New Notes. 6. The undersigned may, if unable to make all of the representations and warranties contained in Item 5 above and as otherwise permitted in the registration rights agreement, dated as of March 23, 2004 (the "Registration Rights Agreement"), by and among the Company, the Guarantors (as defined therein) and the Initial Purchasers (as defined therein), elect to have its Unregistered Notes registered in the shelf registration statement described in the Registration Rights Agreement. Such election may be made by checking the box below entitled "Special Registration Instructions." By making such election, the undersigned agrees, as a holder of Unregistered Notes participating in a shelf registration, to indemnify and hold harmless the Company and its affiliates, their respective officers, directors, partners, employees, representatives and agents and each person who controls the Company within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and 2 against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by an governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel) joint or several, directly or indirectly caused by any untrue statement or alleged untrue statement of a material fact contained in any shelf registration statement or prospectus, or in any supplement thereto or amendment thereof, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; but only with respect to information relating to the undersigned furnished in writing by or on behalf of the undersigned expressly for use in a shelf registration statement, a prospectus or any amendments or supplements thereto. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the applicable provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement. 7. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Unregistered Notes, it represents that the Unregistered Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer and Unregistered Notes held for its own account were not acquired as a result of market-making or other trading activities, such Unregistered Notes cannot be exchanged pursuant to the Exchange Offer. 8. Any obligation of the undersigned hereunder shall be binding upon the successors, assigns, executors, administrators, trustees in bankruptcy and legal and personal representatives of the undersigned. 9. Unless otherwise indicated herein under "Special Delivery Instructions," please issue the certificates for the New Notes in the name of the undersigned. List below the Unregistered Notes to which this Letter of Transmittal relates. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal. 3 METHOD OF DELIVERY [ ] CHECK HERE IF TENDERED UNREGISTERED NOTES ARE ENCLOSED HEREWITH. [ ] CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution: - -------------------------------------------------------------------------------- Account Number: - -------------------------------------------------------------------------------- Transaction Code Number: - -------------------------------------------------------------------------------- [ ] CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): - -------------------------------------------------------------------------------- Date of Execution of Notice of Guaranteed Delivery: - -------------------------------------------------------------------------------- Window Ticket Number (if available): - -------------------------------------------------------------------------------- Name of Eligible Institution that Guaranteed Delivery: - -------------------------------------------------------------------------------- Account Number (if delivered by book-entry transfer): - -------------------------------------------------------------------------------- 4
- --------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF UNREGISTERED NOTES TENDERED - --------------------------------------------------------------------------------------------------------------------------------- NAME(S) & ADDRESS(ES) OF REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON UNREGISTERED NOTES - --------------------------------------------------------------------------------------------------------------------------------- AGGREGATE PRINCIPAL AMOUNT REPRESENTED BY PRINCIPAL REGISTERED UNREGISTERED AMOUNT NUMBER(S)* NOTE(S) TENDERED** ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- Total Shares - --------------------------------------------------------------------------------------------------------------------------------- * Need not be completed by book-entry holders. ** Unless otherwise indicated, any tendering holder of Unregistered Notes will be deemed to have tendered the entire aggregate principal amount represented by such Unregistered Notes. All tenders must be in integral multiples of $1,000. - --------------------------------------------------------------------------------------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 5 AND 6) To be completed ONLY (i) if Unregistered Notes in a principal amount not tendered, or New Notes issued in exchange for Unregistered Notes accepted for exchange, are to be issued in the name of someone other than the undersigned, or (ii) if Unregistered Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at the Book- Entry Transfer Facility. Issue New Notes and/or Unregistered Notes to: Name: - -------------------------------------------------------------------------------- (TYPE OR PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (ZIP CODE) - -------------------------------------------------------------------------------- (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (COMPLETE SUBSTITUTE FORM W-9) Credit Unexchanged Unregistered Notes Delivered by Book-Entry Transfer to the Book-Entry Transfer Facility Set Forth Below: - -------------------------------------------------------------------------------- Book-Entry Transfer Facility Account Number: - -------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 5 AND 6) To be completed ONLY if the New Notes are to be issued or sent to someone other than the undersigned or to the undersigned at an address other than as indicated above. Mail [ ] Issue [ ] (check appropriate boxes) Name: - -------------------------------------------------------------------------------- (TYPE OR PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (ZIP CODE) - -------------------------------------------------------------------------------- (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) SPECIAL REGISTRATION INSTRUCTIONS To be completed ONLY if (i) the undersigned satisfies the conditions set forth in Item 6 above, (ii) the undersigned elects to register its Unregistered Notes in the shelf registration statement described in the Registration Rights Agreement and (iii) the undersigned agrees to indemnify certain entities and individuals as set forth in Item 6 above. (See Item 6.) [ ] By checking this box, the undersigned hereby (i) represents that it is unable to make all of the representations and warranties set forth in Item 5 above and is entitled to have its Unregistered Notes registered in a shelf registration statement in accordance with the Registration Rights Agreement, (ii) elects to have its Unregistered Notes registered pursuant to the shelf registration statement described in the Registration Rights Agreement and (iii) agrees to comply with the Registration Rights Agreement and indemnify certain entities and individuals identified in, and to the extent provided in, Item 6 above. 5 SPECIAL BROKER-DEALER INSTRUCTIONS [ ] CHECK HERE if you are a broker-dealer and wish to receive 10 additional copies of the Prospectus and 10 copies of any amendments or supplements thereto. Name: - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (ZIP CODE) IMPORTANT PLEASE SIGN HERE WHETHER OR NOT UNREGISTERED NOTES ARE BEING PHYSICALLY TENDERED HEREBY (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9) Signature(s) of Registered Holders of Unregistered Notes: X - -------------------------------------------------------------------------------- X - -------------------------------------------------------------------------------- Dated: ------------------------------ (The above lines must be signed by the registered holder(s) of Unregistered Notes as its name(s) appear(s) on the Unregistered Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Unregistered Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person's authority so to act. See Instruction 5 regarding completion of this Letter of Transmittal, printed below.) Name(s): - -------------------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Capacity: - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (ZIP CODE) Area Code and Telephone Number: - -------------------------------------------------------------------------------- SIGNATURE GUARANTEE (SEE INSTRUCTION 5) CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION - -------------------------------------------------------------------------------- (NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES) - -------------------------------------------------------------------------------- (ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF FIRM) - -------------------------------------------------------------------------------- (AUTHORIZED SIGNATURE) - -------------------------------------------------------------------------------- (PRINTED NAME) - -------------------------------------------------------------------------------- (TITLE) Dated: ------------------------------ 6 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND UNREGISTERED NOTES OR BOOK-ENTRY CONFIRMATIONS. All physically delivered Unregistered Notes or any confirmation of a book-entry transfer to the Exchange Agent's account at the Book-Entry Transfer Facility of Unregistered Notes tendered by book-entry transfer (a "Book-Entry Confirmation"), as well as a properly completed and duly executed copy of this Letter of Transmittal or Agent's Message or facsimile hereof, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 12:00 midnight, New York City time, on the Expiration Date. The method of delivery of the tendered Unregistered Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the holder and, except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. Instead of delivery by mail, it is recommended that the holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent before the Expiration Date. No Letter of Transmittal or Unregistered Notes should be sent to the Company. 2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Unregistered Notes and whose Unregistered Notes are not immediately available or who cannot deliver their Unregistered Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis and deliver an Agent's Message, must tender their Unregistered Notes according to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures, a tender may be effected if the Exchange Agent has received at its office, on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery by facsimile transmission, mail or hand delivery or a properly transmitted Agent's Message and Notice of Guaranteed Delivery from an Eligible Institution (defined as a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act) setting forth the name and address of the tendering holder, the name(s) in which the Unregistered Notes are registered, the certificate number(s) and the principal amount of the Unregistered Notes to be tendered, and stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, such properly completed and executed Letter of Transmittal or facsimile transmission thereof by the Eligible Institution, such Unregistered Notes, in proper form for transfer (or a confirmation of book-entry transfer of such Unregistered Notes into the Exchange Agent's account at the Book-Entry Transfer Facility), will be delivered by such Eligible Institution together with any other required documents to the Exchange Agent. Unless Unregistered Notes being tendered by the above-described method are deposited with the Exchange Agent within the time period set forth above (accompanied or preceded by a properly completed Letter of Transmittal and any other required documents), the Company may, at its option, reject the tender. Any holder of Unregistered Notes who wishes to tender Unregistered Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 12:00 midnight, New York City time, on the Expiration Date. Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be sent to holders who wish to tender their Unregistered Notes according to the guaranteed delivery procedures set forth above. See "Exchange Offer -- Guaranteed Delivery Procedures" in the Prospectus. 7 3. TENDER BY HOLDER. Only a registered holder of Unregistered Notes may tender such Unregistered Notes in the Exchange Offer. Any beneficial holder of Unregistered Notes who is not the registered holder and who wishes to tender should arrange with the registered holder to execute and deliver this Letter of Transmittal on his behalf or must, prior to completing and executing this Letter of Transmittal and delivering his Unregistered Notes, either make appropriate arrangements to register ownership of the Unregistered Notes in such holder's name or obtain a properly completed bond power from the registered holder. 4. PARTIAL TENDERS. Tenders of Unregistered Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Unregistered Notes is tendered, the tendering holder should fill in the principal amount tendered in the appropriate column of the box entitled "Description of Unregistered Notes Tendered" above. The entire principal amount of Unregistered Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Unregistered Notes is not tendered, then Unregistered Notes for the principal amount of Unregistered Notes not tendered and New Notes issued in exchange for any Unregistered Notes accepted will be sent to the holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, promptly after the Unregistered Notes are accepted for exchange. 5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is signed by the registered holder(s) of the Unregistered Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Unregistered Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a participant in the Book-Entry Transfer Facility, the signature must correspond with the name as it appears on the security position listing as the holder of the Unregistered Notes. If this Letter of Transmittal (or facsimile hereof) is signed by the registered holder or holders of Unregistered Notes listed and tendered hereby and the New Notes issued in exchange therefor are to be issued (or any untendered principal amount of Unregistered Notes is to be reissued) to the registered holder, the holder need not and should not endorse any tendered Unregistered Notes, nor provide a separate bond power. In any other case, such holder must either properly endorse the Unregistered Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution. If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered holder or holders of any Unregistered Notes listed, such Unregistered Notes must be endorsed or accompanied by appropriate bond powers, in each case signed as the name of the registered holder or holders appears on the Unregistered Notes. If this Letter of Transmittal (or facsimile hereof) or any Unregistered Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority to act must be submitted with this Letter of Transmittal. Endorsements on Unregistered Notes and signatures on bond powers required by this Instruction 5 must be guaranteed by an Eligible Institution. Signatures on this Letter of Transmittal (or facsimile hereof) need not be guaranteed by an Eligible Institution if (i) the Unregistered Notes are tendered by a registered holder of Unregistered Notes including a participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Unregistered Notes who has not completed the box entitled "Special Issuance Instructions" or (ii) for the account of an Eligible Institution and the box entitled "Special Registration Instructions" has not been completed. 8 6. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering holders should indicate, in the applicable box or boxes, the name and address (or account at the Book-Entry Transfer Facility) to which New Notes or substitute Unregistered Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Tax law requires that a holder of any Unregistered Notes that are accepted for exchange must provide the Company (as payor) with its correct taxpayer identification number ("TIN"), which, in the case of a holder who is an individual, is his or her social security number. If the Company is not provided with the correct TIN, the holder may be subject to a monetary penalty imposed by Internal Revenue Service. (If withholding results in an overpayment of taxes, a refund may be obtained). Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. To prevent backup withholding, each tendering holder must provide such holder's correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Unregistered Notes are registered in more than one name or are not in the name of the actual owner, see the enclosed "Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9" for information on which TIN to report. The Company reserves the right in its sole discretion to take whatever steps necessary to comply with the Company's obligations regarding backup withholding. 7. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility (including time of receipt), acceptance, and withdrawal of tendered Unregistered Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Company, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any Unregistered Notes. To the extent that we waive any condition of the offer, however, we will waive such condition for all holders of the Unregistered Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions on the Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Unregistered Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Unregistered Notes, neither the Company, the Exchange Agent, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. Tenders of Unregistered Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Unregistered Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in the Letter of Transmittal, as soon as practicable following the Expiration Date. 8. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive, in whole or part, any of the conditions to the Exchange Offer set forth in the Prospectus or in this Letter of Transmittal. 9 9. NO CONDITIONAL TENDER. No alternative, conditional, irregular or contingent tender of Unregistered Notes on transmittal of this Letter of Transmittal will be accepted. 10. MUTILATED, LOST, STOLEN OR DESTROYED UNREGISTERED NOTES. Any holder whose Unregistered Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. 11. REQUEST FOR ASSISTANCE OF ADDITIONAL COPIES. Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. 12. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption "Exchange Offer -- Withdrawal of Tenders." IMPORTANT: This Letter of Transmittal or a manually signed facsimile hereof (together with the Unregistered Notes delivered by book-entry transfer or in original hard copy form) must be received by the Exchange Agent, or the Notice of Guaranteed Delivery must be received by the Exchange Agent, prior to the Expiration Date. 10 PART 2 -- For Payees exempt from back-up withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, check the Exempt box below and complete the Substitute Form W-9 Exempt: [ ] PART 3 -- CERTIFICATION -- Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien). CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under reporting interest or dividends on your tax return.
- ------------------------------------------------------------------------------------------------------------------ PAYOR'S NAME: CORRECTIONS CORPORATION OF AMERICA - ------------------------------------------------------------------------------------------------------------------ SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX FORM W-9 AT THE RIGHT AND CERTIFY BY SIGNING AND --------------------------------------- DATING BELOW. Social Security Number DEPARTMENT OF THE TREASURY Name: ------------------------------------- Or INTERNAL REVENUE SERVICE --------------------------------------------- Business Name --------------------------------------- Employer Identification Number - ------------------------------------------------------------------------------------------------------------------ PAYOR'S REQUEST FOR Please check appropriate box TAXPAYER IDENTIFI- CATION NUMBER ("TIN") [ ] Individual/Sole Proprietor [ ] Corporation [ ] Partnership [ ] Other --------------------------------------------- Address --------------------------------------------- City, State, Zip Code - ------------------------------------------------------------------------------------------------------------------ NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF ANY PAYMENTS MADE TO YOU PURSUANT TO AN OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 4 OF SUBSTITUTE FORM W-9. MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED PART 4 OF THE SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days of the payment date the withholding amount will be remitted to the IRS. Signature: ------------------------------ Date: ------------------------- , 200 11
Signature: PART 4 -- AWAITING TIN [ ] - -------------------------------------------------------------------------------- Please complete the Certificate of Au- thority Taxpayer Identification Numbers Date: below. - -------------------------------------------------------------------------------- GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR. -- Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payor. (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's Social Security number. (3) You must show your individual name. You may also enter your business or "DBA" name. You may use either your Social Security number or your employer identification number (if you have one). (4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title) NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. RESIDENT ALIEN INDIVIDUALS: If you are a resident alien individual and you do not have, and are not eligible to get, a Social Security number, your taxpayer identification number is your individual taxpayer identification number ("ITIN") as issued by the Internal Revenue Service. Enter it on the portion of the Substitute Form W-9 where the Social Security number would otherwise be entered. If you do not have an ITIN, see "Obtaining a Number" below. 12
------------------------------------------------------------------------------- FOR THIS TYPE OF ACCOUNT: GIVE THE NAME AND TAXPAYER IDENTIFICATION NUMBER OF: ------------------------------------------------------------------------------- 1. An individual's account The individual 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the account(1) 3. Custodian account of a minor (Uniform Gift to Minors Act) The minor(2) 4. a. The usual revocable savings trust account (grantor is The grantor- trustee(1) also trustee) b. So-called trust account that is not a legal or valid The actual owner(1) trust under state law 5. Sole proprietorship or single-member LLC account The owner(3) 6. A valid trust, estate, or pension trust The legal entity(4) 7. Corporate or LLC electing corporate status account The corporation 8. Association, club, religious, charitable, educational or The organization other tax-exempt organization 9. Partnership or multi-member LLC account The partnership 10. A broker or registered nominee The broker or nominee 11. Account with the Department of Agriculture in the name of a The public entity public entity (such as a state or local government, school district, or prison) that receives agricultural program payments - ------------------------------------------------------------------------------------------------------------------------------- GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you do not have a taxpayer identification number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. Resident alien individuals who are not eligible to get a Social Security number and need an ITIN should obtain Form W-7, Application for Individual Taxpayer Identification Number, from the IRS. PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING. The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except the payee in item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). Unless otherwise indicated, all "section" references are to sections of the Internal Revenue Code of 1986, as amended (the "Code"). LIST OF EXEMPT PAYEES: (1) A corporation. (2) An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). (3) The United States or any of its agencies or instrumentalities. (4) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. (5) A foreign government or any of its political subdivisions, agencies or instrumentalities. (6) An international organization or any of its agencies or instrumentalities. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or custodian. (15) A trust exempt from tax under section 664 or described in section 4947. Exempt payees described above should file Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR; FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER; CHECK THE "EXEMPT" BOX IN PART 2, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYOR THE APPROPRIATE COMPLETED INTERNAL REVENUE SERVICE FORM W-8. PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend, interest, or other payments to give their correct taxpayer identification numbers to payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to verify the accuracy of tax returns. The IRS also may provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. Payors also may disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payors must be given the numbers whether or not recipients are required to file tax returns. Payors must generally withhold tax from payments of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. The current rate of such withholding tax is 28%. Certain penalties may also apply. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 3 PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. 13
EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY TO TENDER OUTSTANDING UNREGISTERED 6.25% SENIOR NOTES DUE 2013 OF CORRECTIONS CORPORATION OF AMERICA PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED , 2005 As set forth in the Prospectus, dated , 2005 (as the same may be amended or supplemented from time to time, the "Prospectus"), of Corrections Corporation of America (the "Company") under the caption "Exchange Offer -- Guaranteed Delivery Procedures" and in the Letter of Transmittal to tender 6.25% Senior Notes Due 2013 of Corrections Corporation of America, this form or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if: (i) certificates for outstanding unregistered 6.25% Senior Notes Due 2013 (the "Unregistered Notes") of the Company are not immediately available, (ii) time will not permit all required documents to reach the Exchange Agent on or prior to the Expiration Date (as defined below), or (iii) the procedures for book-entry transfer cannot be completed on or prior to the Expiration Date. This form may be delivered by facsimile transmission, by registered or certified mail, by hand, or by overnight delivery service to the Exchange Agent. See "Exchange Offer -- Procedures for Tendering" in the Prospectus. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2005 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY. The Exchange Agent for the Exchange Offer is: U.S. BANK NATIONAL ASSOCIATION DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
By Mail: By Hand: By Facsimile: U.S. Bank National U.S. Bank National Association (651) 495-8158 (for eligible Association 60 Livingston Avenue institutions only) 60 Livingston Avenue St. Paul, MN 55107 Confirm by Telephone: St. Paul, MN 55107 Attention: Specialized Finance (800) 934-6802 Attention: Specialized Finance (800) 934-6802 (800) 934-6802 Ladies and Gentlemen: The undersigned hereby tenders to the Company, upon the terms and conditions set forth in the Prospectus and in the Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the principal amount of Unregistered Notes set forth below pursuant to the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal. The undersigned understands and acknowledges that the Exchange Offer will expire at 12:00 midnight, New York City time, on , 2005, unless extended by the Company. All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned. DESCRIPTION OF UNREGISTERED NOTES TENDERED PLEASE SIGN AND COMPLETE
CERTIFICATE NUMBER(S) (IF KNOWN) OF UNREGISTERED NOTES OR ACCOUNT NUMBER AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL AT THE BOOK-ENTRY FACILITY AMOUNT REPRESENTED AMOUNT TENDERED - ------------------------------------ ------------------- ------------------- - ----------------------------------------------- ------------------------------ ------------------------------ - ----------------------------------------------- ------------------------------ ------------------------------ - ----------------------------------------------- ------------------------------ ------------------------------ Total: --------------- Total: --------------- Area Code and Telephone Number:-------------------------------------------------------------------------
Signature(s):-------------------------------------------------------------------------------- Name(s):------------------------------ Address:-------------------------------------------------------------------------------- Capacity (full title), if signing in a representative - -------------------------------------------------------------------------------- capacity:------------------------------------------ (ZIP CODE) THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED 2
Dated:-------------------------------------------------------------------------------- Taxpayer Identification or Social Security Number:------------------------------------------------------------------------- GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEES) The undersigned, being a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees (a) that the above named person(s) "own(s)" the Unregistered Notes tendered hereby within the meaning of Rule 14e-4 ("Rule 14e-4") under the Securities Exchange Act of 1934, as amended, (b) that such tender of such Unregistered Notes complies with Rule 14e-4, and (c) to deliver to the Exchange Agent the certificates representing the Unregistered Notes tendered hereby or confirmation of book-entry transfer of such Unregistered Notes into the Exchange Agent's account at The Depository Trust Company, in proper form for transfer, together with the Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other required documents, within three New York Stock Exchange trading days after the Expiration Date. NOTE: DO NOT SEND CERTIFICATES OF UNREGISTERED NOTES WITH THIS FORM. CERTIFICATES OF UNREGISTERED NOTES SHOULD BE SENT ONLY WITH A LETTER OF TRANSMITTAL. 3
Name of Firm: ---------------------------------------- ---------------------------------------- (AUTHORIZED SIGNATURE) Address: Name: ---------------------------------------- ---------------------------------------- - ---------------------------------------- Title: ---------------------------------------- - ---------------------------------------- Date: ---------------------------------------- AREA CODE AND TELEPHONE NO.
EXHIBIT 99.3 CORRECTIONS CORPORATION OF AMERICA LETTER TO REGISTERED HOLDERS AND DEPOSITORY TRUST COMPANY PARTICIPANTS FOR TENDER OF ALL OUTSTANDING UNREGISTERED 6.25% SENIOR NOTES DUE 2013 IN EXCHANGE FOR 6.25% SENIOR NOTES DUE 2013 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2005, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE. To Registered Holders and Depository Trust Company Participants: We are enclosing herewith the material listed below relating to the offer by Corrections Corporation of America, a Maryland corporation (the "Company"), to exchange its 6.25% Senior Notes Due 2013 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 6.25% Senior Notes Due 2013 (the "Unregistered Notes") upon the terms and subject to the conditions set forth in the Company's Prospectus, dated , 2005, and the related Letter of Transmittal (which together constitute the "Exchange Offer"). Enclosed herewith are copies of the following documents: 1. Prospectus, dated , 2005; 2. Letter of Transmittal (together with accompanying Substitute Form W-9 Guidelines); 3. Notice of Guaranteed Delivery; 4. Letter that may be sent to your clients for whose accounts you hold Unregistered Notes in your name or in the name of your nominee; and 5. Letter that may be sent from your clients to you with such client's instruction with regard to the Exchange Offer. We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date unless extended. The Exchange Offer is not conditioned upon any minimum number of Unregistered Notes being tendered. Pursuant to the Letter of Transmittal, each holder of Unregistered Notes will represent to the Company that (i) the New Notes acquired in exchange for Unregistered Notes pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such New Notes, (ii) the holder is not engaging in and does not intend to engage in a distribution of the New Notes, (iii) neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of New Notes, and (iv) neither the holder nor any such other person is an "affiliate" (within the meaning of Rule 405 under the Securities Act) of the Company or if it is an affiliate, such holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the holder is a broker-dealer that will receive New Notes for its own account in exchange for Unregistered Notes that were acquired as a result of market-making activities or other trading activities, it must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The enclosed Letter to Clients contains an authorization by the beneficial owners of the Unregistered Notes for you to make the foregoing representations. The Company will not pay any fee or commission to any broker or dealer or to any other person (other than the Exchange Agent) in connection with the solicitation of tenders of Unregistered Notes pursuant to the Exchange Offer. Additional copies of the enclosed material may be obtained from the undersigned. Very truly yours, CORRECTIONS CORPORATION OF AMERICA
EXHIBIT 99.4 CORRECTIONS CORPORATION OF AMERICA LETTER TO CLIENTS FOR TENDER OF ALL OUTSTANDING UNREGISTERED 6.25% SENIOR NOTES DUE 2013 IN EXCHANGE FOR 6.25% SENIOR NOTES DUE 2013 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 2005, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE. To Our Clients: We have enclosed herewith a Prospectus, dated , 2005, of Corrections Corporation of America, a Maryland corporation (the "Company"), and a related Letter of Transmittal, which together constitute the Company's offer (the "Exchange Offer") to exchange its 6.25% Senior Notes Due 2013 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding unregistered 6.25% Senior Notes Due 2013 (the "Unregistered Notes"), upon the terms and subject to the conditions set forth in the Exchange Offer. The Exchange Offer is not conditioned upon any minimum number of Unregistered Notes being tendered. We are the holder of record of Unregistered Notes held by us for your account. A tender of such Unregistered Notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Unregistered Notes held by us for your account. We request instructions as to whether you wish to tender any or all of the Unregistered Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations and warranties contained in the Letter of Transmittal. Very truly yours, PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE. INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER PARTICIPANT To Registered Holder and/or Participant in the Book-Entry Transfer Facility: The undersigned hereby acknowledges receipt of the Prospectus, dated , 2005 (the "Prospectus"), of Corrections Corporation of America, a Maryland corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer") to exchange its 6.25% Senior Notes Due 2013 (the "New Notes") for all of its outstanding 6.25% Senior Notes Due 2013 (the "Unregistered Notes"). This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Unregistered Notes held by you for the account of the undersigned. The aggregate face amount of the Unregistered Notes held by you for the account of the undersigned is (FILL IN AMOUNT): $ of the 6.25% Senior Notes Due 2013 With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX): [ ] To TENDER the following Unregistered Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF UNREGISTERED NOTES TO BE TENDERED) (IF ANY): $ of the 6.25% Senior Notes Due 2013 [ ] NOT to TENDER any Unregistered Notes held by you for the account of the undersigned. If the undersigned instructs you to tender the Unregistered Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations, that (i) the New Notes acquired in exchange for the Unregistered Notes pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such New Notes, (ii) the undersigned is not engaging in and does not intend to engage in a distribution of the New Notes, (iii) the undersigned does not have any arrangement or understanding with any person to participate in the distribution of New Notes, and (iv) neither the undersigned nor any such other person is an "affiliate" (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the "Securities Act")) of the Company or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Unregistered Notes that were acquired as a result of market-making or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes. SIGN HERE Name of beneficial owner(s): - -------------------------------------------------------------------------------- SIGNATURE(S) Name(s): ----------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT) Address: ----------------------------------------------------------------------- Telephone number: - -------------------------------------------------------------------------------- Taxpayer Identification or Social Security Number: - -------------------------------------------------------------------------------- Date: - -------------------------------------------------------------------------------- 2