CCA Board of Directors Authorizes Special Dividend of $675 Million

Mon Apr 8, 2013 5:06pm EDT

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

  NASHVILLE, TN, Apr 08 (Marketwired) -- 
CCA (NYSE: CXW) (the "Company" or "Corrections Corporation of America"),
announced today that its Board of Directors has declared a special
dividend to shareholders of $675 million, or approximately $6.63 per
share of common stock based on the number of shares currently
outstanding, in connection with the Company's previously announced plan
to qualify as a real estate investment trust (REIT) for federal income
tax purposes effective as of January 1, 2013. The special dividend will
be paid in satisfaction of requirements that the Company distribute its
previously undistributed accumulated earnings and profits attributable to
tax periods ending prior to January 1, 2013. The Company expects to pay
the special dividend on May 20, 2013 to shareholders of record as of
April 19, 2013. 

    "The special dividend is an important step in completing our conversion
to a REIT," said Damon Hininger, CCA's President and CEO. "We believe
that operating as a REIT will provide additional opportunities to create
shareholder value through increases in cash flow and dividends while
continuing to provide significant earnings growth capacity."

    Each CCA shareholder may elect to receive payment of the special dividend
either in cash, shares of CCA common stock or a combination of cash and
CCA common stock, with the total amount of cash payable to shareholders
limited to a maximum of 20% of the total value of the special dividend,
or $135 million. If the total amount of cash elected by shareholders
exceeds 20% of the total value of the special dividend, the available
cash will be prorated among those shareholders who elect to receive cash,
and the remaining portion of the special dividend will be paid in shares
of CCA common stock. Shareholders who do not make a timely election will
be deemed to have made an election to receive payment of the special
dividend in shares of CCA common stock. The total number of shares of CCA
common stock to be distributed pursuant to the special dividend will be
determined based on shareholder elections and the average closing price
per share of CCA common stock on the New York Stock Exchange for the
three trading days after May 9, 2013, the date that election forms are
due. Election forms and materials will be mailed to registered
shareholders promptly after the record date.

    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) the expected form,
timing and amount of the special distribution of our C-corporation
accumulated earnings and profits; (iii) the anticipated benefits of our
conversion to a REIT; (iv) general economic and market conditions,
including the impact governmental budgets can have on our per diem rates,
occupancy and overall utilization; (v) the availability of debt and
equity financing on terms that are favorable to us; (vi) 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; (vii) 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; (viii) 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; (ix) the
outcome of California's realignment program and utilization of out of
state private correctional capacity; and (x) 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. 


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

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

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