|
PRICING SUPPLEMENT
|
Issuer Free Writing Prospectus
|
|
|
Filed Pursuant to Rule 433
|
||
|
Registration Statement No. 333-255070
|
||
|
Dated April 7, 2021
|
$450,000,000
CoreCivic, Inc.
8.25% Senior Notes due 2026
April 7, 2021
The information in this pricing supplement (this “Pricing Supplement”) supplements CoreCivic, Inc.’s preliminary prospectus supplement dated April 7, 2021 and the accompanying prospectus (the “Preliminary Prospectus
Supplement”) and updates and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. This Pricing Supplement is otherwise qualified in its entirety
by reference to the Preliminary Prospectus Supplement and should be read together with the Preliminary Prospectus Supplement (including the documents incorporated by reference therein). Capitalized terms used in this Pricing Supplement but not
defined have the meanings given to them in the Preliminary Prospectus Supplement.
|
Issuer:
|
CoreCivic, Inc. (the “Issuer”)
|
||||
|
Guarantors:
|
ACS Corrections of Texas, L.L.C.
|
||||
|
Avalon Corpus Christi Transitional Center, LLC
|
|||||
|
Avalon Correctional Services, Inc.
|
|||||
|
Avalon Transitional Center Dallas, LLC
|
|||||
|
Avalon Tulsa, L.L.C.
|
|||||
|
Carver Transitional Center, L.L.C.
|
|||||
|
CCA Health Services, LLC
|
|||||
|
CCA International, LLC
|
|||||
|
CCA South Texas, LLC
|
|||||
|
CoreCivic, LLC
|
|||||
|
CoreCivic Government Solutions, LLC
|
|||||
|
CoreCivic of Tallahassee, LLC
|
|||||
|
CoreCivic of Tennessee, LLC
|
|||||
|
CoreCivic TRS, LLC
|
|||||
|
Correctional Alternatives, LLC
|
|||||
|
Correctional Management, Inc.
|
|||||
|
EP Horizon Management, LLC
|
|||||
|
Fort Worth Transitional Center, L.L.C.
|
|||||
|
Green Level Realty LLC
National Offender Management Systems, LLC
Prison Realty Management, LLC
Recovery Monitoring Solutions Corporation
Rocky Mountain Offender Management Systems, LLC
Southern Corrections Systems of Wyoming, L.L.C.
Technical and Business Institute of America, LLC
Time to Change, Inc.
TransCor America, LLC
Turley Residential Center, L.L.C.
|
|||||
|
Title of Securities:
|
|
8.25% Senior Notes due 2026 (the “Notes”)
|
|||
|
|
|
||||
|
Offering Format:
|
|
SEC registered
|
|||
|
|
|
||||
|
Aggregate Principal Amount:
|
|
$450,000,000
|
|||
|
|
|
||||
|
Maturity Date:
|
|
April 15, 2026
|
|||
|
|
|
||||
|
Issue Price:
|
|
99%
|
|||
|
|
|
||||
|
Coupon:
|
|
8.25%
|
|||
|
|
|
||||
|
Yield to Maturity:
|
|
8.5%
|
|||
|
|
|
||||
|
Gross Proceeds:
|
|
$445,500,000
|
|||
|
|
|
||||
|
Interest Payment Dates:
|
|
April 15 and October 15 of each year, commencing October 15, 2021
|
|||
|
|
|
||||
|
Record Dates:
|
|
April 1 and October 1 of each year
|
|||
|
|
|
||||
|
Optional Redemption:
|
|
At any time prior to April 15, 2024, the Issuer may redeem all or part of the Notes at a “make-whole” redemption price equal to the
greater of (1) 100% of the aggregate principal amount of the Notes to be redeemed; and (2) as determined by an Independent Investment Banker, the sum of the present values as of such redemption date of (i) the redemption price of the Notes
on April 15, 2024 (set forth in the immediately following paragraph) and (ii) the remaining scheduled payments of interest on the Notes to be redeemed through April 15, 2024 (not including any portion of such payments of interest accrued to
the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate for the Notes +50 basis points, plus, in either of the above cases,
accrued and unpaid interest to the date of redemption on the notes to be redeemed.
On or after April 15, 2024, the Notes are redeemable at the election of the Issuer, in whole or in part, at a redemption price
(expressed as percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period beginning on April 15 of each of the years indicated below:
|
|||
|
2024
|
104.125%
|
||||
|
2025 and thereafter
|
100%
|
||||
|
|
“Comparable Treasury Issue” means the United States Treasury security
selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the period from the redemption date to April 15, 2024 that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (“Remaining Life”).
|
||||
|
Change of Control:
|
Putable at 101% of aggregate principal amount, plus accrued and unpaid interest.
|
||||
|
Trade Date:
|
April 7, 2021
|
||||
|
Settlement Date:
|
April 14, 2021 (T+5)
|
||||
|
Lead Left Underwriter:
|
Imperial Capital, LLC
|
||||
|
Joint Bookrunner:
|
StoneX Financial Inc.
|
||||
|
Co-Manager:
|
Wedbush Securities Inc.
|
||||
|
Use of Proceeds:
|
A significant amount of the net proceeds from this offering are expected to be used (i) to redeem the Issuer’s $250 million principal amount of 5.00% senior notes due 2022 (the “2022 Senior Notes”), including the
payment of the applicable make-whole amount and accrued interest, and (ii) to otherwise repay or reduce our other indebtedness, which may include repurchasing or redeeming a portion of the Issuer’s $350 million principal amount of 4.625%
senior notes due 2023 (the “2023 Senior Notes”). The Issuer may use any remaining proceeds for general corporate purposes.
|
||||
|
CUSIP/ISIN Numbers:
|
21871NAB7 and US21871NAB73
|
||||
|
Denominations/Multiple:
|
$2,000 x $1,000
|
||||
The Issuer has filed a registration statement (including a prospectus) and a Preliminary Prospectus Supplement, dated April 7, 2021, with the Securities and Exchange Commission (the “SEC”) for the
offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying prospectus and the other documents that the Issuer has filed with the SEC for more complete information about the
Issuer, the Guarantors, and this offering. You may get these documents, free of charge, by visiting the SEC web site at www.sec.gov . Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send
you the Preliminary Prospectus Supplement and the accompanying prospectus if you request it by calling Imperial Capital at (310) 246-3700.
This communication is neither an offer to sell nor a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction, nor shall it constitute a notice of redemption under the indenture governing the 2022 Senior Notes or the 2023 Senior Notes.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of
this communication being sent via Bloomberg email or another communication system.