Item 8.01 Other Events.
Potential Sale of McRae Correctional Facility
On June 13, 2022, the Georgia Building Authority approved the purchase of
CoreCivic, Inc.'s ("CoreCivic") 1,978-bed McRae Correctional Facility located in
McRae, Georgia (the "McRae Facility"), for a purchase price of
$130.0 million. CoreCivic currently has a management contract with the Federal
Bureau of Prisons at the McRae Facility, which expires November 30, 2022 (the
"McRae Contract"). As previously disclosed, CoreCivic does not expect the McRae
Contract to be renewed upon its expiration.
In connection with its potential purchase of the McRae Facility the Georgia
Building Authority authorized the lease of the McRae Facility to CoreCivic for
up to four months, which will allow CoreCivic to continue to service the McRae
Contract through its expiration later this year. CoreCivic anticipates the sale,
and temporary lease-back, of the McRae Facility to be completed during the third
quarter of 2022.
The sale of the McRae Facility is subject to, among other things, the
negotiation of a definitive purchase agreement and a definitive lease agreement
with the Georgia Building Authority.
CoreCivic Share Repurchase Plan Update
As disclosed on a Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 16, 2022, the Board of Directors of CoreCivic (the
"Board") authorized the repurchase of up to $150.0 million of CoreCivic's common
stock.
Since May 16, 2022 through June 23, 2022, CoreCivic has repurchased 2.8 million
shares of CoreCivic's common stock at an average price of approximately $12.68
per common share, representing an aggregate purchase price of $35.0 million,
excluding fees and commissions. There is approximately $115 million remaining
under the current Board authorized repurchase plan. The remaining $115 million
of repurchases of the CoreCivic's common stock will be made in accordance with
applicable securities laws and may be made at management's discretion from time
to time in the open market, through privately negotiated transactions, or
otherwise. The share repurchase program has no time limit and does not obligate
CoreCivic to purchase any particular amount of its common stock. The
authorization for the share repurchase program may be terminated, suspended,
increased or decreased by the Board in its discretion at any time.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements regarding,
among other things, the anticipated closing of potential sale and lease of the
McRae Facility, and CoreCivic's existing share repurchase program. These
forward-looking statements may be affected by risks and uncertainties in
CoreCivic's business and market conditions. These include the risks and
uncertainties associated with the potential sale and lease of the McRae
Facility, including, but not limited to, the negotiation of a definitive
purchase agreement and a definitive lease agreement; adverse effects on
CoreCivic's common stock because of a failure to complete the sale and lease of
the McRae Facility; and CoreCivic's ability to further utilize its share
repurchase program. This information is qualified in its entirety by cautionary
statements and risk factor disclosures contained in CoreCivic's filings with the
U.S. Securities and Exchange Commission, including CoreCivic's annual report on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Readers are cautioned that certain important factors may have affected and could
in the future affect CoreCivic's actual results and could cause CoreCivic's
actual results for subsequent periods to differ materially from those expressed
in any forward-looking statement made by or on behalf of CoreCivic. Except as
required by applicable law, CoreCivic undertakes no obligation to update
forward-looking statements to reflect events or circumstances after the date
hereof.
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