SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS On July 2, 2026, the Company completed the sales of its California City Facility and its Otay Mesa Facility to the United States of America and its assigns, by and through DHS for an aggregate gross sales price of $1.5 billion, comprised of $732.6 million for the California City Facility and $739.2 million for the Otay Mesa Facility. After federal and state income taxes of approximately $0.4 billion and transaction expenses, the Company anticipates its net proceeds from the asset sales to be approximately $1.1 billion, resulting in an aggregate gain on sales of approximately $1.2 billion after transaction costs. The Company used a portion of the net proceeds to promptly repay the outstanding balance on the Revolving Credit Facility and the Incremental Term Loan amounting to $270.0 million and $100.0 million, respectively. On July 13, 2026, the Company delivered an irrevocable notice to the holders of the 4.75% Senior Notes that it has elected to redeem in full the 4.75% Senior Notes that remain outstanding on August 12, 2026. The principal amount of the outstanding 4.75% Senior Notes, which amounted to $238.5 million as of June 30, 2026, will be redeemed on August 12, 2026, at a redemption price equal to 100% of the principal amount of the then outstanding 4.75% Senior Notes, plus the applicable "make-whole" premium specified in the indenture, as supplemented, governing the 4.75% Senior Notes, plus accrued and unpaid interest on such 4.75% Senior Notes to, but not including, August 12, 2026. The Company expects to use the remaining net proceeds for general corporate purposes, which may include additional debt repayments and share repurchases of the Company’s common stock. The credit agreement governing the Bank Credit Facility (the "Credit Agreement") and the indenture governing the 8.25% Senior Notes (the "2029 Notes Indenture") limit the Company's ability to make certain restricted payments, including share repurchases. However, the Company is permitted to make unlimited restricted payments (i) under the Credit Agreement, to the extent the Company’s consolidated secured leverage ratio (as defined therein) for the most recently ended period of four consecutive fiscal quarters, calculated on a pro forma basis after giving effect to such restricted payment, would be equal to or less than 1.50 to 1.00 and no default exists thereunder, and (ii) under the 2029 Notes Indenture, to the extent the Company’s consolidated total leverage ratio (as defined therein) calculated on a pro forma basis after giving effect to such restricted payment would be equal to or less than 2.00 to 1.00. On August 3, 2026, the Company was awarded a new contract with ICE to utilize the Company's 1,600-bed Prairie Facility, a facility that has been idle since 2010. The new contract commences on August 11, 2026, for a term of five years. The agreement provides for a fixed monthly payment plus an incremental per diem payment based on detainee populations. Once the facility is fully activated, the Company expects this facility to generate total annual revenue of approximately $75.0 million. The Company expects to begin receiving detainees in the fourth quarter of 2026, with activation estimated to be complete in the second quarter of 2027. On August 4, 2026, the Company completed the sales of its Prairie Facility and its Midwest Facility to the United States of America and its assigns, by and through the DHS for an aggregate gross sales price of $734.0 million, comprised of $495.6 million for the Prairie Facility and $238.4 million for the Midwest Facility. After federal and state income taxes of approximately $182.2 million and transaction expenses, the Company anticipates its net proceeds from the asset sales to be approximately $522.5 million, resulting in an aggregate gain on sales of approximately $600.0 million after transaction costs. On August 4, 2026, the BOD authorized an increase to the Company's existing share repurchase program pursuant to which CoreCivic may purchase up to an additional $500.0 million in shares of CoreCivic's outstanding common stock. As a result of the increase, the aggregate authorization under CoreCivic's repurchase program increased from $700.0 million shares of common stock to up to $1.2 billion shares of common stock. Since the share repurchase program was authorized in May 2022, the Company has repurchased a total of 28.1 million shares at an aggregate cost of $444.2 million, or $15.82 per share, excluding fees, commissions and other costs related to the repurchases. CoreCivic did not repurchase any shares during the second quarter of 2026. Including the increased authorization, CoreCivic has $755.8 million remaining under the share repurchase program.
|