UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2011, (December 5, 2011)
Corrections Corporation of America
(Exact name of registrant as specified in its charter)
| Maryland |
001-16109 |
62-1763875 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10 Burton Hills Boulevard, Nashville, Tennessee 37215
(Address of principal executive offices) (Zip Code)
(615) 263-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On December 5, 2011, the Company announced that it has commenced a cash tender offer, for up to $150,000,000 of its 6 1/4% Senior Notes due 2013 on the terms and subject to the conditions set forth in the Offer to Purchase Statement dated December 5, 2011. The tender offer will expire at 11:59 p.m., New York City time, on January 5, 2012, unless extended or earlier terminated by the Company. The Company intends to finance the purchase of Notes in the tender offer and pay related fees and expenses using a combination of available cash and the proceeds from a new revolving credit facility on terms and conditions acceptable to the Company in its sole discretion, in an amount up to $750 million. A copy of the tender offer is subject to customary conditions, including, among other things, a financing condition.
On December 5, 2011, the Company issued a press release announcing the commencement of the tender offer. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | The following exhibit is furnished as part of this Current Report: |
Exhibit 99.1 – Press Release dated December 5, 2011
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: December 6, 2011 | CORRECTIONS CORPORATION OF AMERICA | |||||
| By: | /s/ Todd J Mullenger | |||||
| Todd J Mullenger | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press Release dated December 5, 2011 | |