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): August 19, 2016
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 2.02. Results of Operations & Financial Condition.
Item 7.01. Regulation FD Disclosure.
On August 19, 2016, Corrections Corporation of America (the “Company”), issued a press release regarding its response to the Department of Justice’s decision to reduce reliance on privately operated prisons. A copy of the release is furnished as part of this Current Report as Exhibit 99.1 and is incorporated herein in its entirety by reference.
The information furnished pursuant to Items 2.02 and 7.01 of Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and Section 11 of the Securities Act of 1933, as amended, or otherwise subject to the liabilities of those sections. This Current Report will not be deemed an admission by the Company as to the materiality of any information in this report that is required to be disclosed solely by Items 2.02 or 7.01. The Company does not undertake a duty to update the information in this Current Report and cautions that the information included in this Current Report is current only as of the date made and may change thereafter.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is furnished as part of this Current Report:
Exhibit 99.1 – Press Release dated August 19, 2016
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: August 19, 2016 | CORRECTIONS CORPORATION OF AMERICA | |||
| By: | /s/ David Garfinkle | |||
| David Garfinkle Executive Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated August 19, 2016 | |
Exhibit 99.1
| News Release |
|
| Contact: | Investors: Cameron Hopewell - Managing Director, Investor Relations - (615) 263-3024 |
CCA RESPONDS TO THE DEPARTMENT OF JUSTICE’S DECISION
TO REDUCE RELIANCE ON PRIVATELY OPERATED PRISONS
AND ANNOUNCES INVESTOR AND ANALYST CONFERENCE CALL
NASHVILLE, Tenn. – August 19, 2016 – Corrections Corporation of America (NYSE: CXW) (the “Company” or “CCA”), America’s largest owner of partnership correctional, detention, and reentry facilities, responded today to the Federal Bureau of Prisons’ (“BOP”) decision to amend the Criminal Alien Requirement XVI (“CAR 16”) solicitation by reducing the previously announced 10,800 contract beds to 3,600 contract beds in response to recommendations from the Department of Justice to reduce future reliance on privately operated prison facilities. CCA’s Eden Detention Center, containing 1,422 beds, is included in the CAR 16 solicitation.
“We have been a keen observer of the BOP’s declining inmate population over the last three years. Nonetheless, we are disappointed with the BOP’s decision to reduce its utilization of privately operated facilities to meet their capacity needs, and believe our value proposition remains strong” said Damon Hininger, CCA’s chief executive officer.
At this time the contracts at the three facilities CCA operates on behalf of the BOP remain unchanged, and the BOP will determine whether to extend these contracts at the end of their respective contract terms. These contracts represent approximately $131.2 million in annual revenues, or approximately seven percent of CCA’s total annual revenue, at operating margins consistent with CCA’s owned and managed facility portfolio average.
CCA will continue to provide a valuable public service to our government partners serving over 65,000 inmates, detainees, and residents in 85 facilities pursuant to over 100 contracts. CCA will also remain focused on diversifying our value proposition for our many government partners by developing and delivering mission-critical secure and non-secure facilities, residential reentry options and innovative, real estate-only solutions that provide an attractive avenue for creating long-term shareholder value.
Webcast and Replay Information
We will host a webcast conference call at 11:00 a.m. Central Time (12:00 p.m. Eastern Time) on Friday, August 19, 2016, to discuss the matters addressed in this press release. To listen to this discussion, please access “Presentations, Webcasts and Events” of the Investors section at www.cca.com. The conference call will be archived on our website following the completion of the call. In addition, a telephonic replay will be available at 12:00 p.m. Central Time (1:00 p.m. Eastern Time) on August 19, 2016, through 12:00 p.m. Central Time (1:00 p.m. Eastern Time) on August 27, 2016. To access the telephonic replay, dial 888-203-1112 and enter passcode 9732981.
10 Burton Hills Boulevard, Nashville, Tennessee 37215, Phone: 615-263-3000
Page 2
About CCA
CCA, a publicly traded real estate investment trust (REIT), is the nation’s largest owner of partnership correctional, detention, and residential reentry facilities and one of the largest prison operators in the United States. We own or control 74 correctional, detention and reentry facilities, with a design capacity of approximately 75,000 beds, and manage 11 additional facilities owned by our government partners with a total design capacity of approximately 14,000 beds, in 20 states and the District of Columbia. CCA specializes in owning, operating and managing prisons and other correctional facilities and providing residential, community reentry and prisoner transportation services for governmental agencies. In addition to providing fundamental residential services, our facilities offer a variety of rehabilitation and educational programs, including basic education, faith-based services, life skills and employment training and substance abuse treatment. These services are intended to help reduce recidivism and to prepare offenders for their successful reentry into society upon their release.
Forward-Looking Statements
This press release contains statements as to our 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. In particular, whether or not contracts with the Federal Bureau of Prisons will be renewed or the financial impact of future renewals is uncertain and subject to many variables, some of which we do not control. A list of factors that could cause operating and financial results to differ are described in the filings we make from time to time with the Securities and Exchange Commission.
CCA takes no responsibility for updating the information contained in this press release following the date hereof to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events or for any changes or modifications made to this press release or the information contained herein by any third-parties, including, but not limited to, any wire or internet services.
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