Item 1.01. Entry into a Material Definitive Agreement

On September 29, 2021, CoreCivic, Inc., a Maryland corporation (the "Company"), completed the previously announced tack-on public offering of $225.0 million aggregate principal amount of 8.25% senior unsecured notes due 2026 (the "Additional Notes"), which are fully and unconditionally guaranteed, on a senior unsecured basis, by the Guarantors (as defined below) (the "Guarantees").

The terms of the Additional Notes are governed by an indenture, dated as of September 25, 2015 (the "Base Indenture"), by and between the Company, as issuer, and Regions Bank (as successor to U.S. Bank National Association), as trustee (the "Trustee"), as amended and supplemented by the third supplemental indenture dated as of April 14, 2021 (the "Third Supplemental Indenture"), by and among the Company, the Trustee, and the subsidiary guarantors set forth therein, and as further amended and supplemented by the fourth supplemental indenture dated as of September 29, 2021 (the "Fourth Supplemental Indenture", and together with the Third Supplemental Indenture, the "Supplemental Indenture"), by and among the Company, the Trustee, and the subsidiary guarantors set forth therein (the "Guarantors"). As set forth in the Supplemental Indenture, interest on the Additional Notes will be payable semi-annually in cash in arrears on April 15 and October 15 of each year, beginning October 15, 2021, and will mature on April 15, 2026.

The Additional Notes are general unsecured senior obligations of the Company, ranking equal in right of payment with existing and future senior unsecured indebtedness, including $174.0 million principal amount of 4.625% senior notes due 2023, and $250.0 million principal amount of 4.75% senior notes due 2027. The Additional Notes are effectively junior to all of our existing and future secured indebtedness, including amounts outstanding under our credit facilities, to the extent of the value of the collateral securing such indebtedness. The Guarantees rank equally in right of payment with the applicable Guarantor's existing and future senior unsecured indebtedness and senior in right of payment to any future subordinated indebtedness of such Guarantor. The Guarantees are effectively junior to any secured indebtedness of any Guarantor, including guarantees of our credit facilities, to the extent of the value of the assets securing such indebtedness. The Additional Notes are structurally junior to all indebtedness and other obligations of the Company's subsidiaries that do not guarantee the Additional Notes.

At any time before April 15, 2024, the Additional Notes are redeemable at our election, in whole or in part, at a redemption price equal to the greater of:

(1) 100% of the aggregate principal amount of the Additional Notes to be redeemed; and

(2) as determined by an Independent Investment Banker (as defined in the Supplemental Indenture), the sum of the present values as of such redemption date of (i) the redemption price of the Additional Notes on April 15, 2024 (set forth in the immediately following paragraph) and (ii) the remaining scheduled payments of interest on the Additional 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 (as defined in the Supplemental Indenture) for the Additional Notes, plus 50 basis points;

plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Additional Notes to be redeemed.

On or after April 15, 2024, the Additional Notes are redeemable at our election, in whole or in part, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, plus accrued and unpaid interest thereon to, but not including, the redemption date, if redeemed during the 12-month period beginning on April 15 of each of the years indicated below:

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Year                   Percentage
2024                       104.125 %
2025 and thereafter        100.000 %

If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the person in whose name the Additional Note is registered at the close of business on such record date.

Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Additional Notes or portions thereof called for redemption. The Additional Notes called for redemption become due on the date fixed for redemption.

If we experience certain kinds of changes of control, we must offer to purchase the Additional Notes at a redemption price equal to 101% of the principal amount, plus any accrued and unpaid interest if any, to the date of purchase.

The Supplemental Indenture contains covenants that limit, among other things, our ability and the ability of some of our subsidiaries to: (i) incur indebtedness; (ii) pay dividends, prepay indebtedness ranking junior to the Additional Notes or make investments; (iii) incur certain liens; and (iv) consolidate, merge or transfer all or substantially all of our assets.

The foregoing description of the Base Indenture and the Supplemental Indenture, including the Form of 8.25% Note due 2026 attached thereto, does not purport to be complete and each such description is qualified in its entirety by reference to the Base Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Form of 8.25% Note due 2026, as applicable, copies of which are filed as Exhibit 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.




Item 8.01 Other Events

Certain legal opinions relating to the legality of the Additional Notes and the Guarantees are attached as Exhibits 5.1, 5.2, 5.3, 5.4, 5.5, 5.6 and 5.7 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



  4.1   Indenture, dated as of September 25, 2015, by and between the Company and
        Regions Banks, successor-in-interest to U.S. Bank National Association, as
        Trustee (previously filed as Exhibit 4.1 to the Company's Current Report on
        Form 8-K, filed with the SEC on September 25, 2015 and incorporated herein
        by this reference).

  4.2   Third Supplemental Indenture, dated as of April 14, 2021, by and among the
        Company, certain subsidiary guarantors and Regions Bank, as Trustee
        (previously filed as Exhibit 4.2 to the Company's Current Report on Form
        8-K, filed with the SEC on April 14, 2021 and incorporated herein by this
        reference).

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  4.3    Fourth Supplemental Indenture, dated as of September 29, 2021, by and among
         the Company, certain subsidiary guarantors and Regions Bank, as Trustee.

  4.4    Form of 8.25% Note due 2026 (incorporated by reference to Exhibit A to
         Exhibit 4.2 hereof).

  5.1    Opinion of Bass, Berry & Sims PLC.

  5.2    Opinion of Miles & Stockbridge P.C., as to matters of Maryland law.

  5.3    Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Nevada
         law.

  5.4    Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Colorado
         law.

  5.5    Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of California
         law.

  5.6    Opinion of McAfee & Taft, as to matters of Oklahoma law.

  5.7    Opinion of Liechty, McGinnis, Berryman & Bowen, LLP, as to matters of Texas
         law.

  23.1   Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).

  23.2   Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2).

23.3     Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibits
           5.3  ,   5.4   and   5.5  ).

  23.4   Consent of McAfee & Taft (included in Exhibit 5.6).

  23.5   Consent of Liechty, McGinnis, Berryman & Bowen, LLP (included in Exhibit
         5.7).

104      Cover Page Interactive Data File. The cover page XBRL tags are embedded
         within the inline XBRL document (contained in Exhibit 101).

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