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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): January 18, 2006
Corrections Corporation of America
(Exact name of registrant as specified in its charter)
| Maryland | 001-16109 | 62-1763875 | ||
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| (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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02. Results of Operations and Financial Condition
On January 18, 2006, Corrections Corporation of America (the “Company”) issued a press release in which it announced that it expected fourth quarter and full year 2005 results to meet previously announced expectations, excluding the effect of the non-cash charge associated with the accelerated vesting of certain employee stock options announced in December 2005. The press release is furnished herewith as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure
On January 18, 2006, the Company announced that it intends to make a public offering of $150 million of its new Senior Notes due 2014. The Senior Notes will be sold under an automatically effective shelf registration statement filed by the Company with the Securities and Exchange Commission. The press release is furnished herewith as Exhibit 99.2.
As part of the release described in Item 2.02, the Company also announced that it is in the process of arranging a proposed new $150 million senior secured revolving credit facility. The press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) The following exhibits are furnished as part of this Current Report:
| Exhibit 99.1 - Press Release dated January 18, 2006 | |
| Exhibit 99.2 - Press Release dated January 18, 2006 |
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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: January 18, 2006 | CORRECTIONS CORPORATION OF AMERICA | |
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By: /s/ Irving E. Lingo, Jr. Irving E. Lingo, Jr. Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 18, 2006 | |
| 99.2 | Press Release dated January 18, 2006 |
EXHIBIT 99.1 (CCA LOGO) News Release Contact: Karin Demler, Investor Relations 615-263-3005 CORRECTIONS CORPORATION OF AMERICA AFFIRMS GUIDANCE; ANNOUNCES PROPOSED NEW SENIOR CREDIT FACILITY NASHVILLE, TENN., JANUARY 18, 2006 - CORRECTIONS CORPORATION OF AMERICA (NYSE: CXW) (the "Company") today announced it expects to meet the fourth quarter and full year 2005 guidance it previously announced on November 3, 2005, excluding the effect of the non-cash charge associated with the accelerated vesting of certain employee stock options announced in December 2005. The Company also announced it is arranging a proposed new $150.0 million senior secured revolving credit facility (the "New Revolving Credit Facility"). The Company expects to close on the New Revolving Credit Facility in February 2006. While the Company currently expects the terms of the New Revolving Credit Facility to be substantially as described in this release, no assurance can be given regarding the implementation of the New Revolving Credit Facility or the precise terms thereof until the New Revolving Credit Facility is fully committed and closed. The New Revolving Credit Facility is expected to be in the aggregate principal amount of $150.0 million and to have a five-year term. The New Revolving Credit Facility will be available for both borrowings and the issuance of letters of credit. The loans and other obligations under the New Revolving Credit Facility are expected to be guaranteed by each of the Company's domestic subsidiaries. Additionally, the Company's obligations under the New Revolving Credit Facility will be secured by (1) a pledge of all the capital stock (or other ownership interests) of the Company's domestic subsidiaries and 65% of the capital stock (or other ownership interests) of the Company's "first-tier" foreign subsidiaries, and (2) all of the accounts receivable and deposit accounts of the Company and its domestic subsidiaries. It is expected that Wachovia Bank, N.A. will serve as administrative agent under the New Revolving Credit Facility. ABOUT THE COMPANY The Company is the nation's largest owner and operator of privatized correctional and detention facilities and the fifth largest prison operator in the United States, behind only the federal government and three states. The Company currently operates 63 facilities, including 39 company-owned facilities, with a total design capacity of approximately 71,000 beds in 19 states and the District of Columbia. The Company specializes in owning, operating and managing prisons and other correctional facilities and providing inmate residential and prisoner transportation services for governmental agencies. In addition to providing the fundamental residential services relating to inmates, the Company's facilities offer a variety of rehabilitation and educational programs, including -more- Page 2 CCA Announces Affirms Guidance; Announces Proposed New Senior Credit Facility basic education, religious services, life skills and employment training and substance abuse treatment. These services are intended to reduce recidivism and to prepare inmates for their successful re-entry into society upon their release. The Company also provides health care (including medical, dental and psychiatric services), food services and work and recreational programs. 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) fluctuations in the Company's 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; (ii) changes in the privatization of the corrections and detention industry, the public acceptance of the Company's services and the timing of the opening of and demand for new prison facilities; (iii) the Company's ability to obtain and maintain correctional facility management contracts, including as the result of sufficient governmental appropriations and as the result of inmate disturbances; (iv) 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 the Company's control, such as weather, labor conditions and material shortages, resulting in increased construction costs; and (v) general economic and market conditions. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by the Company with the Securities and Exchange Commission. The Company 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. ###
EXHIBIT 99.2 News Release (CCA LOGO) Contact: Karin Demler, Investor Relations 615-263-3005 CORRECTIONS CORPORATION OF AMERICA ANNOUNCES PROPOSED OFFERING OF SENIOR NOTES NASHVILLE, TENN., JANUARY 18, 2006 - CORRECTIONS CORPORATION OF AMERICA (NYSE: CXW) (the "Company") today announced that it intends to make a public offering of $150 million of its new Senior Notes due 2014. The Senior Notes will be sold under an automatically effective shelf registration statement filed by the Company with the Securities and Exchange Commission. The exact timing and terms of the offering is subject to market conditions and other factors. Banc of America Securities LLC, Lehman Brothers Inc. and Wachovia Capital Markets, LLC will act as joint book-running managers for the offering. The Company intends to use its net proceeds from the sale of the Senior Notes (1) to prepay approximately $139 million of term loan indebtedness under the Company's current senior secured bank credit facility and (2) to make capital expenditures. A registration statement relating to the Senior Notes has been filed with the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any state. When available, copies of the applicable prospectus and preliminary prospectus supplement relating to the offering may be obtained by contacting Banc of America Securities LLC, 9 West 57th Street, New York, New York, 10019 or by calling toll-free 1-800-294-1322. 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) fluctuations in the Company's 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; (ii) changes in the privatization of the corrections and detention industry, the public acceptance of the Company's services and the timing of the opening of and demand for new prison facilities; (iii) the Company's ability to obtain and maintain correctional facility management contracts, including as the result of sufficient governmental appropriations and as the result of inmate disturbances; (iv) increases in costs to construct or expand correctional facilities that exceed original estimates, or the inability to complete such -more- Page 2 CCA Announces Proposed Offering of Senior Notes projects on schedule as a result of various factors, many of which are beyond the Company's control, such as weather, labor conditions and material shortages, resulting in increased construction costs; and (v) general economic and market conditions. Other factors that could cause operating and financial results to differ are described in the filings made from time to time by the Company with the Securities and Exchange Commission. The Company 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. ###