| Item 1.01. |
Entry into a Material Definitive Agreement. |
On December 1, 2025, CoreCivic, Inc., a Maryland corporation (the “Company”), entered into a First Amendment to Fourth Amended and Restated Credit Agreement dated as of December 1, 2025 (the “First Amendment”), by and among the Company, as Borrower, certain subsidiaries of the Company party thereto, the lenders party thereto and Alter Domus Products Corp., as Administrative Agent (the “Administrative Agent”), which amends that certain Fourth Amended and Restated Credit Agreement dated October 11, 2023, by and among the Company, the lenders from time to time party thereto, and the Administrative Agent, as agent for the lenders (the “Credit Facility”). Pursuant to the First Amendment, the revolving credit commitment of the lenders under the Credit Facility was increased by the principal amount of $300 million, for an aggregate maximum revolving credit commitment in an amount not to exceed $575 million (the “Amended Credit Facility”).
Following the entry into the First Amendment, the Amended Credit Facility is in the aggregate principal amount of $700 million, consisting of a $125 million term loan and a $575 million revolving credit facility, which has a $25 million sublimit for swingline loans and a $100 million sublimit for the issuance of standby letters of credit. In addition, the Company has an option to increase the availability under the revolving credit facility and to request term loans from the lenders in an aggregate amount not to exceed the greater of (a) $300 million and (b) 50% of consolidated EBITDA for the most recently ended four-quarter period, subject to, among other things, the receipt of commitments for the increased amount (the “Accordion”). The increased revolving credit commitments provided pursuant to the First Amendment utilized $300 million of the availability under the Accordion. The Amended Credit Facility matures on October 11, 2028.
The Company did not make any additional borrowings under the Amended Credit Facility in connection with the entry into the First Amendment, and the First Amendment did not change any applicable margins under the Credit Facility.
Certain lenders under the Amended Credit Facility or their affiliates have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary course of business of the Company, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 7.01. |
Regulation FD Disclosure. |
A copy of the press release announcing the Company’s entry into the First Amendment is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
