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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CoreCivic Inc | NYSE:CXW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.06 | -0.40% | 14.84 | 15.14 | 14.84 | 14.87 | 614,874 | 01:00:00 |
Maryland
|
| |
62-1763875
|
(State or other jurisdiction of
incorporation or organization)
|
| |
(I.R.S. Employer
Identification Number)
|
Large accelerated filer
|
| |
☒
|
| |
Accelerated filer
|
| |
☐
|
Non-accelerated filer
|
| |
☐
|
| |
Smaller reporting company
|
| |
☐
|
Emerging growth company
|
| |
☐
|
| |
|
| |
|
Title of each class of
securities to be registered
|
| |
Amount to be registered/proposed
maximum offering price
per unit/proposed
maximum aggregate
offering price(1)(2)
|
| |
Amount of
registration fee(3)
|
Common Stock(4)
|
| |
|
| |
|
Preferred Stock(4)
|
| |
|
| |
|
Debt Securities
|
| |
|
| |
|
Guarantees of Debt Securities(5)
|
| |
|
| |
|
Warrants
|
| |
|
| |
|
Units
|
| |
|
| |
|
Exact Name of Registrants as Specified in its
Charter or Organizational Document*
|
| |
State or Other Jurisdiction of
Incorporation or Organization
|
| |
I.R.S. Employer
Identification Number
|
ACS Corrections of Texas, L.L.C.
|
| |
Texas
|
| |
20-5795570
|
Avalon Corpus Christi Transitional Center, LLC
|
| |
Texas
|
| |
46-1415383
|
Avalon Correctional Services, Inc
|
| |
Nevada
|
| |
13-3592263
|
Avalon Transitional Center Dallas, LLC
|
| |
Texas
|
| |
27-4613742
|
Avalon Tulsa, L.L.C.
|
| |
Oklahoma
|
| |
20-4745035
|
Carver Transitional Center, L.L.C
|
| |
Oklahoma
|
| |
26-2901939
|
CCA Health Services, LLC
|
| |
Tennessee
|
| |
90-0432377
|
CCA International, LLC
|
| |
Delaware
|
| |
62-1310460
|
CCA South Texas, LLC
|
| |
Maryland
|
| |
47-1965310
|
CoreCivic, LLC
|
| |
Delaware
|
| |
47-5295412
|
CoreCivic Government Solutions, LLC
|
| |
Maryland
|
| |
82-3594170
|
CoreCivic of Tallahassee, LLC
|
| |
Maryland
|
| |
82-3961007
|
CoreCivic of Tennessee, LLC
|
| |
Tennessee
|
| |
62-1806755
|
CoreCivic TRS, LLC
|
| |
Maryland
|
| |
46-1705695
|
Correctional Alternatives, LLC
|
| |
California
|
| |
33-0584728
|
Correctional Management, Inc
|
| |
Colorado
|
| |
84-0970372
|
EP Horizon Management, LLC
|
| |
Texas
|
| |
26-3366300
|
Fort Worth Transitional Center, L.L.C
|
| |
Oklahoma
|
| |
26-4351322
|
Green Level Realty LLC
|
| |
Colorado
|
| |
26-1190571
|
National Offender Management Systems, LLC
|
| |
Colorado
|
| |
45-4477086
|
Prison Realty Management, LLC
|
| |
Tennessee
|
| |
62-1696286
|
Recovery Monitoring Solutions Corporation
|
| |
Texas
|
| |
75-2615494
|
Rocky Mountain Offender Management Systems, LLC
|
| |
Colorado
|
| |
84-1591279
|
Southern Corrections Systems of Wyoming, L.L.C
|
| |
Oklahoma
|
| |
06-1812920
|
Technical and Business Institute of America, LLC
|
| |
Tennessee
|
| |
38-2999108
|
Time to Change, Inc
|
| |
Colorado
|
| |
47-0868662
|
TransCor America, LLC(1)
|
| |
Tennessee
|
| |
62-1806099
|
Turley Residential Center, L.L.C
|
| |
Oklahoma
|
| |
26-2988217
|
*
|
Except where otherwise noted, the address, including zip code, of the principal executive offices of each subsidiary guarantor listed above is c/o CoreCivic, Inc., 5501 Virginia Way, Brentwood, Tennessee 37027, and the telephone number, including area code, is (615) 263-3000. The guarantors may change from time to time as reflected in subsequent amendments to this Registration Statement.
|
(1)
|
The address, including zip code, of the principal executive office of TransCor America, LLC is 646 Melrose Avenue, Nashville, Tennessee 37211, and the telephone number, including area code, is (615) 251-7008.
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 22, 2021 (including the portions of the Company’s proxy statement on Schedule 14A for the Company’s 2021 Annual Meeting of Stockholders filed with the SEC on March 30, 2021 that are incorporated by reference therein);
|
•
|
our Current Report on Form 8-K filed with the SEC on April 6, 2021; and
|
•
|
the description of our common stock set forth in Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on April 6, 2021.
|
•
|
changes in government policy (including the United States Department of Justice (“DOJ”) not renewing or entering into contracts as a result of President Biden’s January 2021 Executive Order on Reforming Our Incarceration System to Eliminate the Use of Privately Operated Criminal Detention Facilities (two agencies of the DOJ, the Federal Bureau of Prisons, and the United States Marshals Service, utilize our services)), legislation and regulations that affect utilization of the private sector for corrections, detention, and residential reentry services, in general, or our business, in particular, including, but not limited to, the continued utilization of our correctional and detention facilities by the federal government, and the impact of any changes to immigration reform and sentencing laws;
|
•
|
our ability to obtain and maintain correctional, detention, and residential reentry facility management contracts because of reasons including, but not limited to, sufficient governmental appropriations, contract compliance, negative publicity and effects of inmate disturbances;
|
•
|
changes in the privatization of the corrections and detention industry, the acceptance of our services, the timing of the opening of new facilities and the commencement of new management contracts (including the extent and pace at which new contracts are utilized), as well as our ability to utilize available beds;
|
•
|
general economic and market conditions, including, but not limited to, the impact governmental budgets can have on our contract renewals and renegotiations, per diem rates, and occupancy;
|
•
|
fluctuations in our operating results because of, among other things, changes in occupancy levels, competition, contract renegotiations or terminations, increases in costs of operations, fluctuations in interest rates and risks of operations;
|
•
|
the duration of the federal government’s denial of entry at the United States southern border to asylum-seekers and anyone crossing the southern border without proper documentation or authority in an effort to contain the spread of the novel coronavirus (“COVID-19”);
|
•
|
government and staff responses to staff or residents testing positive for COVID-19 within public and private correctional, detention and reentry facilities, including the facilities we operate;
|
•
|
the location and duration of shelter in place orders and other restrictions associated with COVID-19 that disrupt the criminal justice system, along with government policies on prosecutions and newly ordered legal restrictions that affect the number of people placed in correctional, detention, and reentry facilities;
|
•
|
whether revoking our real estate investment trust (“REIT”) election, effective January 1, 2021, and our revised capital allocation strategy can be implemented in a cost effective manner that provides the expected benefits;
|
•
|
our ability to successfully identify and consummate future development and acquisition opportunities and our ability to successfully integrate the operations of our completed acquisitions and realize projected returns resulting therefrom;
|
•
|
increases in costs to develop or expand real estate properties that exceed original estimates, or the inability to complete such projects on schedule as a result of various factors, many of which are
|
•
|
our ability, following our revocation of our REIT election, to identify and initiate service opportunities that were unavailable under the REIT structure;
|
•
|
our ability to have met and maintained qualification for taxation as a REIT for the years we elected REIT status; and
|
•
|
the availability of debt and equity financing on terms that are favorable to us, or at all.
|
•
|
300,000,000 shares of common stock, $0.01 par value (the “Common Stock”); and
|
•
|
50,000,000 shares of preferred stock, $0.01 par value (the “Preferred Stock”).
|
•
|
a classified board,
|
•
|
a two-thirds vote requirement for removing a director,
|
•
|
a requirement that the number of directors be fixed only by vote of the directors,
|
•
|
a requirement that a vacancy on the board be filled only by affirmative vote of a majority of the remaining directors in office and (if the board is classified) for the remainder of the full term of the class of directors in which the vacancy occurred, and
|
•
|
a majority requirement for the calling of a stockholder-requested special meeting of stockholders.
|
•
|
the title and ranking of the debt securities (including the terms of any subordination provisions);
|
•
|
the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;
|
•
|
any limit on the aggregate principal amount of the debt securities;
|
•
|
the date or dates on which the principal of the securities of the series is payable;
|
•
|
the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;
|
•
|
the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;
|
•
|
the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;
|
•
|
any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
|
•
|
the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;
|
•
|
the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
|
•
|
whether the debt securities will be issued in the form of certificated debt securities or global debt securities;
|
•
|
the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
|
•
|
the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;
|
•
|
the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;
|
•
|
if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;
|
•
|
the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;
|
•
|
any provisions relating to any security provided for the debt securities;
|
•
|
any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;
|
•
|
any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
|
•
|
any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;
|
•
|
the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;
|
•
|
any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities; and
|
•
|
whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees. (Section 2.2).
|
•
|
we are the surviving corporation or the successor person (if other than CoreCivic) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture; and
|
•
|
immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.
|
•
|
default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);
|
•
|
default in the payment of principal of any security of that series at its maturity;
|
•
|
default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or CoreCivic and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;
|
•
|
if a series of debt securities is subject to guarantee, such guarantee shall for any reason cease to be, or shall for any reason be asserted in writing by the applicable guarantor or us not to be, in full force and effect and enforceable in accordance with its terms, except to the extent contemplated or permitted by the indenture;
|
•
|
certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of CoreCivic; or
|
•
|
any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1).
|
•
|
that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and
|
•
|
the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7).
|
•
|
to cure any ambiguity, defect or inconsistency;
|
•
|
to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”;
|
•
|
to provide for uncertificated securities in addition to or in place of certificated securities;
|
•
|
to add guarantees with respect to debt securities of any series or secure debt securities of any series;
|
•
|
to release any guarantor from any of its obligations under its guarantee of the indenture (to the extent permitted by the indenture);
|
•
|
to surrender any of our rights or powers under the indenture;
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•
|
to add covenants or events of default for the benefit of the holders of debt securities of any series;
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•
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to comply with the applicable procedures of the applicable depositary;
|
•
|
to make any change that does not adversely affect the rights of any holder of debt securities;
|
•
|
to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture;
|
•
|
to allow any guarantor to execute a supplemental indenture or guarantee with respect to the applicable securities;
|
•
|
to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or
|
•
|
to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. (Section 9.1)
|
•
|
reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
|
•
|
reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;
|
•
|
reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;
|
•
|
reduce the principal amount of discount securities payable upon acceleration of maturity;
|
•
|
waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);
|
•
|
make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;
|
•
|
release any guarantor from any of its obligations under its guarantee or the indenture, except as permitted by the indenture;
|
•
|
make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or
|
•
|
waive a redemption payment with respect to any debt security. (Section 9.3).
|
•
|
we and the guarantors may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and
|
•
|
any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”).
|
•
|
we or the guarantor must irrevocably deposit with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and
|
•
|
we or the guarantors must deliver to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. (Section 8.4).
|
•
|
the series of debt securities to which the guarantees apply;
|
•
|
whether the guarantees are secured or unsecured;
|
•
|
whether the guarantees are senior, senior subordinated or subordinated;
|
•
|
the terms under which the guarantees may be amended, modified, waived, released or otherwise terminated, if different from the provisions applicable to the guaranteed debt securities; and
|
•
|
any additional terms of the guarantees.
|
•
|
a limited-purpose trust company organized under the New York Banking Law;
|
•
|
a “banking organization” within the meaning of the New York Banking Law;
|
•
|
a member of the Federal Reserve System;
|
•
|
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
|
•
|
a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
|
•
|
DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be;
|
•
|
we determine, in our sole discretion, not to have such securities represented by one or more global securities; or
|
•
|
an Event of Default has occurred and is continuing with respect to such series of securities,
|
•
|
through underwriters or dealers;
|
•
|
through agents;
|
•
|
directly to one or more purchasers; or
|
•
|
through a combination of any of these methods of sale.
|
Item 14.
|
Other Expenses of Issuance and Distribution
|
SEC registration fee
|
| |
$ (1)
|
Fees and expenses of the trustee
|
| |
$ (2)
|
Printing expenses
|
| |
$ (2)
|
Legal fees and expenses
|
| |
$ (2)
|
Accounting fees and expenses
|
| |
$ (2)
|
Miscellaneous
|
| |
$ (2)
|
Total
|
| |
$ (1)(2)
|
(1)
|
Pursuant to Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the SEC registration fee will be paid at the time of any particular offering of securities under the registration statement, and is therefore not currently determinable.
|
(2)
|
These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
|
Item 15.
|
Indemnification of Directors and Officers
|
a)
|
Unless limited by its articles of incorporation, a person who is wholly successful, on the merits or otherwise, in defense of a suit or proceeding brought against him by reason of the fact that he is or was a director of a corporation shall be indemnified against reasonable expenses (including attorneys’ fees) in connection with such suit or proceeding;
|
b)
|
Except as provided in subparagraph (c) below, a director may be indemnified by a corporation against both (1) reasonable expenses (including attorneys’ fees), and (2) judgments, penalties, fines and amounts paid in settlement, if he acted in good faith and reasonably believed, in the case of conduct in his official capacity as a director, that his conduct was in the best interests of the corporation, or in all other cases that his conduct was not opposed to the best interests of the corporation, and with respect to any criminal action, he had no reasonable cause to believe his conduct was unlawful; provided that a corporation may not indemnify the director if the director is found liable to the corporation in connection with a suit or proceeding by or in the right of the corporation or is found liable on the basis that personal benefit was improperly received by the director in connection with any suit or proceeding charging improper personal benefit to the director;
|
c)
|
In connection with a suit or proceeding by or in the right of a corporation, indemnification is limited to reasonable expenses incurred in connection with the suit or proceeding; and
|
d)
|
Unless limited by its articles of incorporation, officers shall, and employees, fiduciaries and agents of a corporation may, be indemnified to the same extent as directors as described in (a), (b) and (c).
|
Item 16.
|
Exhibits
|
Exhibit Number
|
| |
Description
|
1.1*
|
| |
Form of Underwriting Agreement.
|
|
| |
|
| |
Articles of Amendment and Restatement of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 20, 2013 and incorporated herein by this reference).
|
|
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| |
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| |
Articles of Amendment of the Company (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 10, 2016 and incorporated herein by this reference).
|
|
|
| |
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| |
Ninth Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 22, 2018 and incorporated herein by this reference).
|
|
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| |
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| |
Indenture, dated as of September 25, 2015, by and between the Company and Regions Banks, successor-in-interest to U.S. Bank National Association, as Trustee (previously filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 25, 2015 and incorporated herein by this reference).
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| |
|
Exhibit Number
|
| |
Description
|
| |
Specimen of certificate representing shares of the Company’s Common Stock (previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 10, 2016 and incorporated herein by this reference).
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| |
|
4.3*
|
| |
Form of Note.
|
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| |
|
4.4*
|
| |
Form of Warrant.
|
|
| |
|
4.5*
|
| |
Form of Warrant Agreement.
|
|
| |
|
4.6*
|
| |
Form of Guarantee of Debt Securities.
|
|
| |
|
4.7*
|
| |
Form of Unit Agreement.
|
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| |
|
| |
Opinion of Bass, Berry & Sims PLC.
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| |
|
| |
Opinion of Miles & Stockbridge P.C, as to matters of Maryland law.
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| |
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| |
Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Nevada law.
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| |
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| |
Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Colorado law.
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| |
Opinion of McAfee & Taft, as to matters of Oklahoma law.
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| |
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| |
Opinion of Liechty, McGinnis, Berryman & Bowen, LLP, as to matters of Texas law.
|
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| |
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
|
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| |
Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2).
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| |
|
23.3
|
| | |
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| |
Consent of McAfee & Taft (included in Exhibit 5.5).
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| |
Consent of Liechty, McGinnis, Berryman & Bowen, LLP (included in Exhibit 5.6).
|
|
|
| |
|
| |
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
|
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| |
|
| |
Powers of Attorney (incorporated by reference to the signature pages hereto).
|
|
|
| |
|
| |
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Regions Bank, as trustee under the indenture filed as Exhibit 4.1 above.
|
*
|
To be filed by post-effective amendment, as applicable, or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.
|
Item 17.
|
Undertakings
|
(a)
|
The undersigned registrant hereby undertakes:
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(5)
|
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
|
(A)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(6)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii)
|
The portion of any other free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv)
|
Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
(j)
|
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under section 305(b)(2) of the Securities Act.
|
|
| |
CoreCivic, Inc.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
President and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
President and Chief Executive Officer (Principal Executive Officer) and Director
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
| |
|
|
| |
|
/s/ Mark A. Emkes
|
| |
April 6, 2021
|
Mark A. Emkes
|
| ||
Chairman of the Board of Directors
|
| |
|
|
| |
|
/s/ Donna M. Alvarado
|
| |
April 6, 2021
|
Donna M. Alvarado
|
| ||
Director
|
| |
|
|
| |
|
/s/ Robert J. Dennis
|
| |
April 6, 2021
|
Robert J. Dennis
|
| ||
Director
|
| |
|
|
| |
|
/s/ Stacia A. Hylton
|
| |
April 6, 2021
|
Stacia A. Hylton
|
| ||
Director
|
| |
|
|
| |
|
/s/ Harley G. Lappin
|
| |
April 6, 2021
|
Harley G. Lappin
|
| ||
Director
|
| |
|
|
| |
|
/s/ Anne L. Mariucci
|
| |
April 6, 2021
|
Anne L. Mariucci
|
| ||
Director
|
| |
|
|
| |
|
/s/ Thurgood Marshall, Jr.
|
| |
April 6, 2021
|
Thurgood Marshall, Jr.
Director
|
| ||
|
| |
|
/s/ Devin I. Murphy
|
| |
April 6, 2021
|
Devin I. Murphy
Director
|
| ||
|
| |
|
/s/ Charles L. Overby
|
| |
April 6, 2021
|
Charles L. Overby
|
| ||
Director
|
| |
|
|
| |
|
/s/ John R. Prann, Jr.
|
| |
April 6, 2021
|
John R. Prann, Jr.
Director
|
|
|
| |
CoreCivic TRS, LLC
|
|||
|
| |
|
| |
|
|
| |
By: CoreCivic, Inc.,
its sole member
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
President and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
President and Chief Executive Officer (Principal Executive Officer) and Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Mark A. Emkes
|
| |
April 6, 2021
|
Mark A. Emkes
|
| ||
Chairman of the Board of Directors of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Donna M. Alvarado
|
| |
April 6, 2021
|
Donna M. Alvarado
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Robert J. Dennis
|
| |
April 6, 2021
|
Robert J. Dennis
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Stacia A. Hylton
|
| |
April 6, 2021
|
Stacia A. Hylton
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Harley G. Lappin
|
| |
April 6, 2021
|
Harley G. Lappin
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Anne L. Mariucci
|
| |
April 6, 2021
|
Anne L. Mariucci
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Thurgood Marshall, Jr.
|
| |
April 6, 2021
|
Thurgood Marshall, Jr.
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Devin I. Murphy
|
| |
April 6, 2021
|
Devin I. Murphy
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Charles L. Overby
|
| |
April 6, 2021
|
Charles L. Overby
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ John R. Prann, Jr.
|
| |
April 6, 2021
|
John R. Prann, Jr.
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
CoreCivic, LLC
|
|||
|
| |
|
| |
|
|
| |
By: CoreCivic, Inc.,
its sole member
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
President and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
President and Chief Executive Officer (Principal Executive Officer) and Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Mark A. Emkes
|
| |
April 6, 2021
|
Mark A. Emkes
|
| ||
Chairman of the Board of Directors of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Donna M. Alvarado
|
| |
April 6, 2021
|
Donna M. Alvarado
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Robert J. Dennis
|
| |
April 6, 2021
|
Robert J. Dennis
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Stacia A. Hylton
|
| |
April 6, 2021
|
Stacia A. Hylton
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Harley G. Lappin
|
| |
April 6, 2021
|
Harley G. Lappin
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Anne L. Mariucci
|
| |
April 6, 2021
|
Anne L. Mariucci
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Thurgood Marshall, Jr.
|
| |
April 6, 2021
|
Thurgood Marshall, Jr.
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Devin I. Murphy
|
| |
April 6, 2021
|
Devin I. Murphy
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Charles L. Overby
|
| |
April 6, 2021
|
Charles L. Overby
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ John R. Prann, Jr.
|
| |
April 6, 2021
|
John R. Prann, Jr.
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
CoreCivic of Tallahassee, LLC
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
Chairman of the Board and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
|
| |
|
|
| |
CCA South Texas, LLC
|
|||
|
| |
|
| ||
|
| |
By: CoreCivic, Inc.,
its sole member
|
|||
|
| |
|
| ||
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
President and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
President and Chief Executive Officer (Principal Executive Officer) and Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Mark A. Emkes
|
| |
April 6, 2021
|
Mark A. Emkes
|
| ||
Chairman of the Board of Directors of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Donna M. Alvarado
|
| |
April 6, 2021
|
Donna M. Alvarado
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Robert J. Dennis
|
| |
April 6, 2021
|
Robert J. Dennis
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Stacia A. Hylton
|
| |
April 6, 2021
|
|
Stacia A. Hylton
|
| |||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
|
| |
|
|
/s/ Harley G. Lappin
|
| |
April 6, 2021
|
|
Harley G. Lappin
|
| |||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
|
| |
|
|
/s/ Anne L. Mariucci
|
| |
April 6, 2021
|
|
Anne L. Mariucci
|
| |||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
|
| |
|
|
/s/ Thurgood Marshall, Jr.
|
| |
April 6, 2021
|
|
Thurgood Marshall, Jr.
|
| |
|
|
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
|
| |
|
|
/s/ Devin I. Murphy
|
| |
April 6, 2021
|
|
Devin I. Murphy
|
| |||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
|
| |
|
|
/s/ Charles L. Overby
|
| |
April 6, 2021
|
|
Charles L. Overby
|
| |||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
|
| |
|
|
/s/ John R. Prann, Jr.
|
| |
April 6, 2021
|
|
John R. Prann, Jr.
|
| |||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
|
| |
Correctional Alternatives, LLC
|
|||
|
| |
|
| |
|
|
| |
By: CoreCivic, Inc.,
its sole member
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
President and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
President and Chief Executive Officer (Principal Executive Officer) and Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Mark A. Emkes
|
| |
April 6, 2021
|
Mark A. Emkes
|
| ||
Chairman of the Board of Directors of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Donna M. Alvarado
|
| |
April 6, 2021
|
Donna M. Alvarado
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Robert J. Dennis
|
| |
April 6, 2021
|
Robert J. Dennis
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Stacia A. Hylton
|
| |
April 6, 2021
|
Stacia A. Hylton
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Harley G. Lappin
|
| |
April 6, 2021
|
Harley G. Lappin
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Anne L. Mariucci
|
| |
April 6, 2021
|
Anne L. Mariucci
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Thurgood Marshall, Jr.
|
| |
April 6, 2021
|
Thurgood Marshall, Jr.
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Devin I. Murphy
|
| |
April 6, 2021
|
Devin I. Murphy
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Charles L. Overby
|
| |
April 6, 2021
|
Charles L. Overby
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ John R. Prann, Jr.
|
| |
April 6, 2021
|
John R. Prann, Jr.
|
| ||
Director of CoreCivic, Inc., the Sole Member of Registrant
|
| |
|
|
| |
Avalon Correctional Services, Inc.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
Chief Executive Officer (Principal Executive Officer) and Chairman of the Board
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Director
|
| |
|
|
| |
|
/s/ Cole Carter
|
| |
April 6, 2021
|
Cole Carter
|
| ||
Director
|
| |
|
|
| |
|
/s/ Patrick D. Swindle
|
| |
April 6, 2021
|
Patrick D. Swindle
|
| ||
Director
|
| |
|
|
| |
CoreCivic of Tennessee, LLC
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
President and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
President and Chief Executive Officer (Principal Executive Officer)
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
| |
|
|
| |
TransCor America, LLC
|
|||
|
| |
|
| |
|
|
| |
/s/ Curtiss D. Sullivan
|
|||
|
| |
By:
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Curtiss D. Sullivan
Chief Manager and President
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/s/ Curtiss D. Sullivan
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April 6, 2021
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Curtiss D. Sullivan
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Chief Manager and President (Principal Executive Officer)
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/s/ David M. Garfinkle
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April 6, 2021
|
David M. Garfinkle
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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|
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ACS Corrections of Texas, L.L.C.
Avalon Corpus Christi Transitional Center, LLC
Avalon Tulsa, L.L.C.
Carver Transitional Center, L.L.C.
EP Horizon Management, LLC
Fort Worth Transitional Center, L.L.C.
Southern Corrections Systems of Wyoming, L.L.C.
Turley Residential Center, L.L.C.
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By: Avalon Correctional Services,
Inc. its sole member
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|
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By:
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/s/ Damon T. Hininger
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Damon T. Hininger
Chairman of the Board and Chief Executive Officer
|
|
|
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ACS Corrections of Texas, L.L.C.
Avalon Corpus Christi Transitional Center, LLC
Avalon Tulsa, L.L.C.
Carver Transitional Center, L.L.C.
EP Horizon Management, LLC
Fort Worth Transitional Center, L.L.C.
Southern Corrections Systems of Wyoming, L.L.C.
Turley Residential Center, L.L.C.
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) of Avalon Correctional Services Inc., the Sole Member of Registrant
|
| |
|
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|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of Avalon Correctional Services Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ Cole Carter
|
| |
April 6, 2021
|
Cole Carter
|
| ||
Director of Avalon Correctional Services Inc., the Sole Member of Registrant
|
| ||
|
| |
|
/s/ Patrick D. Swindle
|
| |
April 6, 2021
|
Patrick D. Swindle
|
| ||
Director of Avalon Correctional Services Inc., the Sole Member of Registrant
|
| |
|
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Correctional Management, Inc.
|
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|
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|
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By:
|
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/s/ Shannon Carst
|
|
| |
|
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Shannon Carst
President and Managing Director
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
Chief Executive Officer (Principal Executive Officer)
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Director
|
| |
|
|
| |
|
/s/ Patrick Swindle
|
| |
April 6, 2021
|
Patrick Swindle
|
| ||
Director
|
| |
|
|
| |
CCA Health Services, LLC
CCA International, LLC
Prison Realty Management, LLC
Technical and Business Institute of America, LLC
Avalon Transitional Center Dallas, LLC
CoreCivic Government Solutions, LLC
|
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|
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By: CoreCivic of Tennessee, LLC,
its sole member
|
||||||
|
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|
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|
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|
|
| |
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
|
| |
Damon T. Hininger
President and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
President and Chief Executive Officer (Principal Executive Officer) of CoreCivic of Tennessee, LLC, the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of CoreCivic of Tennessee, LLC, the Sole Member of Registrant
|
| |
|
|
| |
Time to Change, Inc.
|
|||
|
| |
|
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|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
President and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
President and Chief Executive Officer (Principal Executive Officer) and Director
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) and Director
|
| |
|
|
| |
Recovery Monitoring Solutions Corporation
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Terry Fain
|
|
| |
|
| |
Terry Fain
President and General Manager
|
/s/ Terry Fain
|
| |
April 6, 2021
|
Terry Fain
|
| ||
President, General Manager (Principal Executive Officer) and Director
|
| |
|
|
| |
|
/s/ Will Hajek
|
| |
April 6, 2021
|
Will Hajek
|
| ||
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
| |
|
|
| |
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
Director
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Director
|
| |
|
|
| |
|
/s/ Cole G. Carter
|
| |
April 6, 2021
|
Cole G. Carter
|
| ||
Director
|
| |
|
|
| |
|
/s/ Patrick D. Swindle
|
| |
April 6, 2021
|
Patrick D. Swindle
|
| ||
Director
|
| |
|
|
| |
Green Level Realty, LLC
|
|||
|
| |
|
| |
|
|
| |
By: Time to Change, Inc.,
its sole member
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
President and Chief Executive Officer
|
/s/ Damon T. Hininger
|
| |
April 6, 2021
|
Damon T. Hininger
|
| ||
President and Chief Executive Officer (Principal Executive Officer) and Director of Time to Change, Inc., the Sole Member of Registrant
|
| |
|
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of Time to Change, Inc., the Sole Member of Registrant
|
| |
|
|
| |
Rocky Mountain Offender Management Systems, LLC
National Offender Management Systems, LLC
|
|||
|
| |
|
| ||
|
| |
By:
|
| |
Recovery Monitoring Solutions Corporation, its sole member
|
|
| |
By:
|
| |
/s/ Damon T. Hininger
|
|
| |
|
| |
Damon T. Hininger
|
|
| |
|
| |
President and Chief Executive Officer
|
|
| |
Rocky Mountain Offender Management Systems, LLC
National Offender Management Systems, LLC
|
/s/ Terry Fain
|
| |
April 6, 2021
|
Terry Fain
|
| ||
President, General Manager (Principal Executive Officer) and Director of Recovery
Monitoring Solutions Corporation, the Sole Member of Registrant
|
| ||
|
| |
|
/s/ Will Hajek
|
| |
April 6, 2021
|
Will Hajek
|
| ||
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) of Recovery Monitoring Solutions Corporation, the Sole Member of Registrant
|
| ||
|
| |
|
/s/ David M. Garfinkle
|
| |
April 6, 2021
|
David M. Garfinkle
|
| ||
Director of Recovery Monitoring Solutions Corporation, the Sole Member of Registrant
|
| ||
|
| |
|
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