CCA Announces Tender Offer for Any and All of Its 7 3/4% Senior Notes Due 2017

Thu Mar 21, 2013 8:53am EDT

* Reuters is not responsible for the content in this press release.

  NASHVILLE, TN, Mar 21 (Marketwire) -- 
CCA (NYSE: CXW) (the "Company" or "Corrections Corporation of America"),
announced today the commencement of a cash tender offer for any and all
of its outstanding 7 3/4% Senior Notes due 2017 (the "2017 Notes"). There
is currently $465.0 million aggregate principal amount of the 2017 Notes
outstanding. In conjunction with the tender offer, the Company is
soliciting consents from holders of the 2017 Notes to effect certain
proposed amendments to the indenture governing the 2017 Notes. The
proposed amendments would eliminate substantially all of the restrictive
covenants and certain events of default provisions in the indenture
governing the 2017 Notes. The tender offer and the consent solicitation
(the "Offer") are being made pursuant to an Offer to Purchase and Consent
Solicitation Statement and a related Consent and Letter of Transmittal,
each dated as of March 21, 2013. The Offer will expire at 11:59 p.m., New
York City time, on April 17, 2013, unless extended or earlier terminated
(the "Expiration Time"). 

    Holders who validly tender (and do not validly withdraw) their 2017 Notes
and provide their consents to the proposed amendments to the indenture
governing the 2017 Notes prior to the consent payment deadline of 5:00
p.m., New York City time, on April 3, 2013, unless extended (the "Consent
Expiration"), shall receive the total consideration equal to $1,050 per
$1,000 principal amount of the 2017 Notes, which includes a consent
payment of $30.00 per $1,000 principal amount of the 2017 Notes, plus any
accrued and unpaid interest on the 2017 Notes up to, but not including,
the initial settlement date, which is expected to be on April 4, 2013.

    Holders who validly tender (and do not validly withdraw) their 2017 Notes
and provide their consents to the proposed amendments to the indenture
governing the 2017 Notes after the Consent Expiration but on or prior to
the Expiration Time shall receive the tender offer consideration equal to
$1,020 per $1,000 principal amount of the 2017 Notes, plus any accrued
and unpaid interest on the 2017 Notes up to, but not including, the final
settlement date for such 2017 Notes. Holders of 2017 Notes who tender
after the Consent Expiration will not receive a consent payment.

    Upon receipt of the consent of the holders of a majority in aggregate
principal amount of the outstanding 2017 Notes (excluding any 2017 Notes
held by the Company or any affiliate of the Company), the Company will
execute a supplemental indenture effecting the proposed amendments.
Except in certain circumstances, 2017 Notes tendered and consents
delivered may not be withdrawn or revoked after 5:00 p.m., New York City
time, on April 3, 2013.

    The Offer is subject to customary conditions, including, among other
things, a requisite consent condition and a financing condition. 

    The Company has engaged BofA Merrill Lynch, J.P. Morgan, SunTrust
Robinson Humphrey, Inc., Wells Fargo Securities and PNC Capital Markets
LLC to act as dealer managers and solicitation agents for the Offer and
D.F. King & Co., Inc. to act as information agent and tender agent for
the Offer. Requests for documents may be directed to D.F. King & Co.,
Inc. at (800) 488-8095 (U.S. toll free), or in writing to 48 Wall Street,
New York, New York 10005. Questions regarding the Offer may be directed
to BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907
(collect).

    This press release is for informational purposes only and is not an offer
to buy or the solicitation of an offer to sell with respect to any
securities. The Offer is only being made pursuant to the terms of the
Offer to Purchase and Consent Solicitation Statement and the related
Consent and Letter of Transmittal. The Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. None of CCA, the dealer manager, the information agent, the
depositary or their respective affiliates is making any recommendation as
to whether or not holders should tender all or any portion of their 2017
Notes in the Offer.

    About CCA 

    CCA is the nation's largest owner of partnership correction and detention
facilities and one of the largest prison operators in the United States,
behind only the federal government and three states. We currently operate
67 facilities, including 51 facilities that we own or control, with a
total design capacity of approximately 92,500 beds in 20 states and the
District of Columbia. CCA specializes in owning, operating and managing
prisons and other correctional facilities and providing inmate
residential services for governmental agencies. In addition to providing
the fundamental residential services relating to inmates, our facilities
offer a variety of rehabilitation and educational programs, including
basic education, religious services, life skills and employment training
and substance abuse treatment. 

    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) our ability
to meet and maintain REIT qualification tests; (ii) general economic and
market conditions, including the impact governmental budgets can have on
our per diem rates, occupancy and overall utilization; (iii) the
availability of debt and equity financing on terms that are favorable to
us; (iv) fluctuations in our 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; (v)
our ability to obtain and maintain correctional facility management
contracts, including as a result of sufficient governmental
appropriations and as a result of inmate disturbances; (vi) changes in
the privatization of the corrections and detention industry, the public
acceptance of our services, the timing of the opening of and demand for
new prison facilities and the commencement of new management contracts;
(vii) the outcome of California's realignment program and utilization of
out of state private correctional capacity; and (viii) 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 our control, such as
weather, labor conditions and material shortages, resulting in increased
construction costs. 

    

Contact: 
Investors and Analysts: 
Karin Demler
CCA 
(615) 263-3005 

Financial Media: 
David Gutierrez
Dresner Corporate Services 
(312) 780-7204 

Copyright 2013, Marketwire, All rights reserved.

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