CCA Announces Tender Offer for Any and All of Its 7 3/4% Senior Notes Due 2017

CCA Announces Tender Offer for Any and All of Its 7 3/4% Senior Notes Due 2017 
NASHVILLE, TN -- (Marketwire) -- 03/21/13 --   CCA (NYSE: CXW) (the
"Company" or "Corrections Corporation of America"), announced today
the commencement of a cash tender offer for any and all of its
outstanding 7 3/4% Senior Notes due 2017 (the "2017 Notes"). There is
currently $465.0 million aggregate principal amount of the 2017 Notes
outstanding. In conjunction with the tender offer, the Company is
soliciting consents from holders of the 2017 Notes to effect certain
proposed amendments to the indenture governing the 2017 Notes. The
proposed amendments would eliminate substantially all of the
restrictive covenants and certain events of default provisions in the
indenture governing the 2017 Notes. The tender offer and the consent
solicitation (the "Offer") are being made pursuant to an Offer to
Purchase and Consent Solicitation Statement and a related Consent and
Letter of Transmittal, each dated as of March 21, 2013. The Offer
will expire at 11:59 p.m., New York City time, on April 17, 2013,
unless extended or earlier terminated (the "Expiration Time").  
Holders who validly tender (and do not validly withdraw) their 2017
Notes and provide their consents to the proposed amendments to the
indenture governing the 2017 Notes prior to the consent payment
deadline of 5:00 p.m., New York City time, on April 3, 2013, unless
extended (the "Consent Expiration"), shall receive the total
consideration equal to $1,050 per $1,000 principal amount of the 2017
Notes, which includes a consent payment of $30.00 per $1,000
principal amount of the 2017 Notes, plus any accrued and unpaid
interest on the 2017 Notes up to, but not including, the initial
settlement date, which is expected to be on April 4, 2013. 
Holders who validly tender (and do not validly withdraw) their 2017
Notes and provide their consents to the proposed amendments to the
indenture governing the 2017 Notes after the Consent Expiration but
on or prior to the Expiration Time shall receive the tender offer
consideration equal to $1,020 per $1,000 principal amount of the 2017
Notes, plus any accrued and unpaid interest on the 2017 Notes up to,
but not including, the final settlement date for such 2017 Notes.
Holders of 2017 Notes who tender after the Consent Expiration will
not receive a consent payment. 
Upon receipt of the consent of the holders of a majority in aggregate
principal amount of the outstanding 2017 Notes (excluding any 2017
Notes held by the Company or any affiliate of the Company), the
Company will execute a supplemental indenture effecting the proposed
amendments. Except in certain circumstances, 2017 Notes tendered and
consents delivered may not be withdrawn or revoked after 5:00 p.m.,
New York City time, on April 3, 2013. 
The Offer is subject to customary conditions, including, among other
things, a requisite consent condition and a financing condition.  
The Company has engaged BofA Merrill Lynch, J.P. Morgan, SunTrust
Robinson Humphrey, Inc., Wells Fargo Securities and PNC Capital
Markets LLC to act as dealer managers and solicitation agents for the
Offer and D.F. King & Co., Inc. to act as information agent and
tender agent for the Offer. Requests for documents may be directed to
D.F. King & Co., Inc. at (800) 488-8095 (U.S. toll free), or in
writing to 48 Wall Street, New York, New York 10005. Questions
regarding the Offer may be directed to BofA Merrill Lynch at (888)
292-0070 (toll-free) or (980) 387-3907 (collect). 
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell with respect to
any securities. The Offer is only being made pursuant to the terms of
the Offer to Purchase and Consent Solicitation Statement and the
related Consent and Letter of Transmittal. The Offer is not being
made in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. None of CCA, the dealer manager, the
information agent, the depositary or their respective affiliates is
making any recommendation as to whether or not holders should tender
all or any portion of their 2017 Notes in the Offer. 
About CCA  
CCA is the nation's largest owner of partnership correction and
detention facilities and one of the largest prison operators in the
United States, behind only the federal government and three states.
We currently operate 67 facilities, including 51 facilities that we
own or control, with a total design capacity of approximately 92,500
beds in 20 states and the District of Columbia. CCA specializes in
owning, operating and managing prisons and other correctional
facilities and providing inmate residential services for governmental
agencies. In addition to providing the fundamental residential
services relating to inmates, our facilities offer a variety of
rehabilitation and educational programs, including basic education,
religious services, life skills and employment training and substance
abuse treatment.  
Forward-Looking Statements  
This press release contains statements as to the Company's beliefs
and expectations of the outcome of future events that are
forward-looking statements as defined within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from the
statements made. These include, but are not limited to, the risks and
uncertainties associated with: (i) our ability to meet and maintain
REIT qualification tests; (ii) general economic and market
conditions, including the impact governmental budgets can have on our
per diem rates, occupancy and overall utilization; (iii) the
availability of debt and equity financing on terms that are favorable
to us; (iv) fluctuations in our operating results because of, among
other things, changes in occupancy levels, competition, increases in
cost of operations, fluctuations in interest rates and risks of
operations; (v) our ability to obtain and maintain correctional
facility management contracts, including as a result of sufficient
governmental appropriations and as a result of inmate disturbances;
(vi) changes in the privatization of the corrections and detention
industry, the public acceptance of our services, the timing of the
opening of and demand for new prison facilities and the commencement
of new management contracts; (vii) the outcome of California's
realignment program and utilization of out of state private
correctional capacity; and (viii) increases in costs to construct or
expand correctional facilities that exceed original estimates, or the
inability to complete such projects on schedule as a result of
various factors, many of which are beyond our control, such as
weather, labor conditions and material shortages, resulting in
increased construction costs.  
Contact: 
Investors and Analysts: 
Karin Demler
CCA 
(615) 263-3005  
Financial Media: 
David Gutierrez
Dresner Corporate Services 
(312) 780-7204 
 
 
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