Issuer:
|
Corrections Corporation of America | |
Guarantors:
|
CCA Health Services LLC CCA International, Inc. CCA of Tennessee, LLC CCA Properties of America, LLC CCA Properties of Arizona, LLC CCA Properties of Tennessee, LLC CCA Western Properties, Inc. Prison Realty Management, Inc. Technical and Business Institute of America, Inc. Transcor America, LLC |
|
Aggregate Principal Amount:
|
$465,000,000 | |
Title of Securities:
|
73/4% Senior Notes due 2017 | |
Final Maturity Date:
|
June 1, 2017 | |
Public Offering Price:
|
97.116%, plus accrued and unpaid interest, if any, from June 3, 2009 | |
Coupon:
|
7.750% | |
Yield Per Annum:
|
8.250% | |
Interest Payment Dates:
|
June 1 and December 1 | |
Record Dates:
|
May 15 and November 15 | |
First Interest Payment Date:
|
December 1, 2009 |
Optional Redemption:
|
The notes will be redeemable by the Company, in whole or in part, on or after June 1, 2013 at the prices set forth below (expressed as percentages of the principal amount), plus accrued and unpaid interest: |
Date | Price | |||||
June 1, 2013 | 103.875 | % | ||||
June 1, 2014 | 101.938 | % | ||||
June 1, 2015 and thereafter | 100.000 | % |
Optional Redemption with Equity Proceeds: |
In addition, up to 35% of the notes will be redeemable by the Company before June 1, 2012 at a price equal to 107.750% of their principal amount. | |
Change of Control:
|
101% | |
Gross Proceeds:
|
$451,589,400 | |
Underwriting Discount:
|
$9,300,000 | |
Net Proceeds to Issuer
before Expenses:
|
$442,289,400 | |
Net Proceeds to Issuer
after Expenses:
|
$441,089,400 | |
Use of Proceeds:
|
We intend to use the net proceeds from this offering along with cash on hand to purchase, redeem or otherwise acquire all of our $450.0 million aggregate principal amount outstanding 71/2% Senior Notes due 2011 and to pay accrued interest and associated fees and expenses. | |
Original Issue Discount:
|
The issue price of the notes is less than the principal amount thereof by more than a de minimis amount, and therefore the notes will be issued with original issue discount, or OID, for U.S. federal income tax purposes generally in an amount equal to that difference. See Certain U.S. federal income tax considerations in the Preliminary Prospectus Supplement. | |
Joint Book-Running Managers:
|
J.P. Morgan Securities Inc. Banc of America Securities LLC Wachovia Capital Markets, LLC |
|
Joint Lead Managers:
|
HSBC Securities (USA) Inc. SunTrust Robinson Humphrey, Inc. |
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Co-Managers:
|
Avondale Partners, LLC BB&T Capital Markets, a division of Scott & Stringfellow, LLC First Analysis Securities Corporation Macquarie Capital (USA) Inc. RBC Capital Markets Corporation U.S. Bancorp Investments, Inc. |
Allocation: | Name | Principal Amount of | ||||
Notes to be Purchased | ||||||
|
||||||
J.P. Morgan Securities Inc. | $ | 105,788,000 | ||||
Banc of America Securities LLC | 105,788,000 | |||||
Wachovia Capital Markets, LLC | 105,788,000 | |||||
HSBC Securities (USA) Inc. | 38,943,000 | |||||
SunTrust Robinson Humphrey, Inc. | 38,943,000 | |||||
BB&T Capital Markets, a division of Scott & Stringfellow, LLC |
16,275,000 | |||||
U.S. Bancorp Investments, Inc. | 16,275,000 | |||||
Avondale Partners, LLC | 9,300,000 | |||||
First Analysis Securities Corporation | 9,300,000 | |||||
`
|
Macquarie Capital (USA) Inc. | 9,300,000 | ||||
RBC Capital Markets Corporation | 9,300,000 | |||||
Total | $ | 465,000,000 | ||||
CUSIP:
|
22025Y AK6 | |
ISIN:
|
US22025YAK64 | |
Listing:
|
None | |
Trade Date:
|
May 19, 2009 | |
Settlement Date:
|
June 3, 2009 (T+10) | |
Form of Offering
|
SEC Registered (Registration No. 333-159329) |
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| As adjusted Cash and cash equivalents is changed to be $19.5 million.1 | |
| As adjusted 71/2% Senior Notes due 2011 is changed to be . | |
| As adjusted 73/4% Senior Notes due 2017 offered hereby is changed to be 451.6 million.2 | |
| As adjusted Total long-term debt is changed to be $1,266.1 million. | |
| As adjusted Total stockholders equity is changed to be $1,303.2 million.3 | |
| As adjusted Total capitalization is changed to be $2,569.3 million. |
1 | Adjusted to reflect use of cash on had to pay accrued interest and estimated fees and expenses associated with the offering and the repurchase or redemption of all of the 2011 Notes. | |
2 | $465.0 million face amount. | |
3 | As adjusted, represents the write-off of unamortized deferred financing costs net of premium, as well as fees and expenses associated with the completion of a tender offer for all of the 2011 Notes. |
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