UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2013 (April 18, 2013)
Corrections Corporation of America
(Exact name of registrant as specified in its charter)
| Maryland | 001-16109 | 62-1763875 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 10 Burton Hills Boulevard, Nashville, Tennessee | 37215 | |
| (Address of principal executive offices) | (Zip Code) |
(615) 263-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
Expiration of Cash Tender Offer
On April 18, 2013, Corrections Corporation of America (the “Company” or “CCA”) issued a press release announcing the completion of its cash tender offer to purchase any and all of its outstanding $465 million aggregate principal amount 7 3/4% Senior Notes due 2017 (the “2017 Notes”) and its related consent solicitation. The tender offer expired at 11:59 p.m., New York City time on Wednesday, April 17, 2013 (the “Expiration Time”), with $315.4 million, or 67.8%, in aggregate principal amount of the 2017 Notes validly tendered and not validly withdrawn and accepted for purchase. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Notice of Redemption
As previously announced on the initial settlement date of April 4, 2013, CCA notified the trustee for the 2017 Notes of the Company’s election to call for redemption on June 1, 2013 (the “Redemption Date”) any 2017 Notes that remain outstanding after the Expiration Time. The redemption of the 2017 Notes will be at a redemption price equal to 103.875% of the principal amount, together with accrued and unpaid interest through (but not including) the Redemption Date.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| 99.1 | – Press Release, dated April 18, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: April 19, 2013 | CORRECTIONS CORPORATION OF AMERICA | |||
| By: | /s/ David M. Garfinkle | |||
| David M. Garfinkle Vice President, Finance and Controller | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| Exhibit 99.1 | Press Release, dated April 18, 2013. | |
Exhibit 99.1
| News Release |
|
| Contact: | Investors and Analysts: Karin Demler, CCA at (615) 263-3005 | |
| Financial Media: David Gutierrez, Dresner Corporate Services at (312) 780-7204 |
CCA ANNOUNCES FINAL RESULTS OF TENDER OFFER FOR 2017 NOTES
NASHVILLE, Tenn. – April 18, 2013 — CCA (NYSE: CXW) (the “Company” or “Corrections Corporation of America”), announced today the expiration and final results of its tender offer to purchase any and all of its outstanding $465 million aggregate principal amount 7 3/4% Senior Notes due 2017 (the “2017 Notes”) and its related consent solicitation (together, the “Tender Offer and Consent Solicitation”). The Tender Offer and Consent Solicitation was made pursuant to the Company’s Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal, each dated March 21, 2013 (collectively, the “Offer Documents”), which set forth a more detailed description of the terms.
The Tender Offer and Consent Solicitation expired at 11:59 p.m., New York City time, on April 17, 2013 (the “Expiration Time”). Based on the information provided by the tender agent for the Tender Offer and Consent Solicitation, an aggregate principal amount of $315.4 million, or 67.8%, of the 2017 Notes were validly tendered and not validly withdrawn in the Tender Offer and Consent Solicitation.
Holders of 2017 Notes that validly tendered as of April 3, 2013 (the “Early Tender & Consent Date”) received $1,050.00 per $1,000 principal amount of purchased 2017 Notes, which included a consent payment of $30.00 per $1,000 principal amount of 2017 Notes, plus accrued and unpaid interest up to, but not including, the initial settlement date of April 4, 2013. Holders of 2017 Notes who validly tendered their 2017 Notes after the Early Tender & Consent Date but prior to the Expiration Time received $1,020.00 per $1,000 principal amount of 2017 Notes, which excludes the consent payment of $30.00 per $1,000 principal amount of 2017 Notes. As previously announced the Company will redeem all of the remaining 2017 Notes on June 1, 2013 at a price of 103.875% of par plus accrued interest.
BofA Merrill Lynch, J.P. Morgan, SunTrust Robinson Humphrey, Inc., Wells Fargo Securities and PNC Capital Markets LLC acted as dealer managers and solicitation agents for the Tender Offer and Consent Solicitation and D.F. King & Co., Inc. acted as information agent and tender agent for the Tender Offer and Consent Solicitation. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 488-8095 (U.S. toll free), or in writing to 48 Wall Street, New York, New York 10005. Questions regarding the Tender Offer and Consent Solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect).
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The Tender Offer & Consent Solicitation was made solely by means of the Offer Documents.
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10 Burton Hills Boulevard, Nashville, Tennessee 37215, Phone: 615-263-3000
CCA Announces Final Results of Tender Offer
Page 2
About CCA
CCA is the nation’s largest owner of partnership correction and detention facilities and one of the largest prison operators in the United States, behind only the federal government and three states. We currently operate 67 facilities, including 51 facilities that we own or control, with a total design capacity of approximately 92,500 beds in 20 states and the District of Columbia. CCA specializes in owning, operating and managing prisons and other correctional facilities and providing inmate residential services for governmental agencies. In addition to providing the fundamental residential services relating to inmates, our facilities offer a variety of rehabilitation and educational programs, including basic education, religious services, life skills and employment training and substance abuse treatment.
Forward-Looking Statements
This press release contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include, but are not limited to, the risks and uncertainties associated with: (i) our ability to meet and maintain REIT qualification tests; (ii) general economic and market conditions, including the impact governmental budgets can have on our per diem rates, occupancy and overall utilization; (iii) the availability of debt and equity financing on terms that are favorable to us; (iv) fluctuations in our operating results because of, among other things, changes in occupancy levels, competition, increases in cost of operations, fluctuations in interest rates and risks of operations; (v) our ability to obtain and maintain correctional facility management contracts, including as a result of sufficient governmental appropriations and as a result of inmate disturbances; (vi) changes in the privatization of the corrections and detention industry, the public acceptance of our services, the timing of the opening of and demand for new prison facilities and the commencement of new management contracts; (vii) the outcome of California’s realignment program and utilization of out of state private correctional capacity; and (viii) increases in costs to construct 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.
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