CORECIVIC, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)


Section 1.01 Entering into a Material Definitive Agreement.

On May 12, 2022, CoreCivic, Inc.a Maryland corporation (the “Company”), has entered into a third amended and restated credit agreement dated May 12, 2022by and between the Company, as Borrower, certain lenders forming part thereof from time to time, and Alter Domus Products Corp., as Administrative Agent of the lenders (the “New Credit Agreement”). The credit facilities provided under the New Credit Agreement (the “New Credit Facilities”) effectively replace the Company’s existing senior secured credit facilities.

Credit facilities

The new credit facilities are for an aggregate principal amount of $350 millioncomposed of a $100 million term loan and a $250 million revolving credit facility which has a $25 million sub-limit for swingline loans and a $100 million
sub-limit for issuing stand-by letters of credit. In addition, the Company has the option to increase availability under the Revolving Credit Facility and request term loans from the lenders in an aggregate amount not to exceed the greater of (a) $200 million and (b) 50% of consolidated EBITDA for the most recently completed four-quarter period, subject to, among other things, receipt of commitments for the increased amount. The new credit facilities mature on May 12, 2026.

Sureties and guarantees

Loans and other obligations under the New Credit Facilities are guaranteed by each of the Company’s domestic restricted subsidiaries.

The obligations of the Company under the New Credit Facilities and the guarantees are secured, among other things, by:

• the share capital (or other participations) of the national companies of the Company

   restricted subsidiaries, subject to customary exclusions, and 65% of the
   capital stock (or other ownership interests) of the Company's "first-tier"
   foreign subsidiaries;

• the Company’s accounts receivable and its restricted domestic assets

subsidiaries ; and

• almost all of the deposit accounts of the Company and its subsidiaries

restricted subsidiaries.

In the event that (a) the total consolidated indebtedness is equal to or greater than 4.00 to 1.00 or (b) the Company incurs certain indebtedness above a specified threshold, certain unencumbered intangible assets and real estate assets that meet a loan to value requirement of 50%. must be added as collateral.

Interest and fees

The borrowings of the Company under the New Credit Facilities, other than swingline borrowings, bear interest at rates which, at the option of the Company, may be either:

• a base rate defined as the higher of (a) the WE “preferential rate” last quoted by

  The Wall Street Journal (or another national publication selected by the
  Administrative Agent), (b) the federal funds rate (as published by the Federal
  Reserve Bank of New York), plus 0.50%, (c) the daily BSBY (Bloomberg Short-Term
  Bank Yield Index) rate for a one month interest period plus 1.00%, and (d)
  1.00%, plus, in each case, an applicable margin that varies with the Company's
  consolidated total leverage ratio; or

• a BSBY rate defined as the greater of (a) the product obtained by multiplying

  (i) the BSBY screen rate determined as of the reference time for such interest
  period with a term equivalent to such interest period by (ii) the regulatory
  reserve rate, and (b) zero, plus, in each case, an applicable margin that
  varies with the Company's consolidated total leverage ratio.

The Company’s borrowings under the Swingline Loans bear interest at the base rate plus the applicable margin.

The applicable initial margin for base rate loans is 2.25% and the applicable initial margin for BSBY loans is 3.25%. The applicable margins will be adjusted quarterly, in each case ten (10) business days after receipt by the Administrator of the Company’s quarterly financial statements.

Interest on base rate loans is payable quarterly in arrears, and interest on BSBY loans is payable at the end of each interest period, and in the case of interest periods longer than three months, quarterly .

The Company is also required to pay a commitment fee on the difference between the amounts committed under the Revolving Credit Facility and the amounts other than line of credit loans actually used under the Revolving Credit Facility, which fee is initially 0.45% per annum, subject to adjustment in the same manner as the applicable margins for interest rates.

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Some alliances

The New Credit Facilities require the Company to satisfy certain financial tests, including, but not limited to:

• a total consolidated leverage ratio (total consolidated debt net of

  unrestricted cash and cash equivalents not exceeding $100 million/consolidated
  EBITDA) of not more than 4.50 to 1.00;

• a consolidated secure leverage ratio not exceeding 2.50 to 1.00

  (consolidated secured debt net of unrestricted cash and cash equivalents not
  exceeding $100 million/consolidated EBITDA); and

• a consolidated fixed charge coverage ratio (consolidated EBITDA/consolidated

fixed charges) from at least 1.75 to 1.00.

In addition, the New Credit Facilities contain certain customary affirmative and negative covenants.

Event of Default

The New Credit Facilities contain customary events of default, including, but not limited to, defaults in payment, breach of representations and warranties, defaults in covenants, cross-defaults to certain other material indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, certain ERISA events, judgments exceeding specified amounts and change of control.

Certain of the lenders under the New Credit Facilities or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory and investment banking services in the normal course of the Company’s business, its subsidiaries and some of its affiliates. , for which they receive the usual fees and commissions.

The foregoing description of the New Credit Facilities does not purport to be complete and is qualified in its entirety by reference to the credit agreement governing the New Credit Facilities, which is attached hereto as Schedule 10.1 to this current report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

Where possible, the information set out above in Section 1.01 is incorporated by reference into this Section 2.03.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

  10.1   Third Amended and Restated Credit Agreement, dated May 12, 2022
104      Cover Page Interactive Data File (the cover page XBRL tags are imbedded in
         the Inline XBRL document)

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