CoreCivic Lease Agreements and ESG Strategy
Terms and Conditions for Senior Secured Debt
Senior Secured Debt
Borrower:
Lessors:
Bond Issuer:
Bond Type:
Use of Proceeds:
Ranking:
Estimated Construction Costs*:
Tenor*:
Principal Payments*:
Optional Redemption:
Extraordinary Redemption:
Security:
Restricted Payment Conditions:
Debt Service Reserve:
Construction Security:
Life Cycle Work Reserve Account:
* Preliminary, subject to change
Government Real Estate Solutions of Alabama Holdings LLC
Government Real Estate Solutions of Central AL LLC
Government Real Estate Solutions of South AL LLC
Public Finance Authority
Taxable Private Activity Revenue Bonds to be offered and sold in compliance with Rule 144A and/or privately placed taxable Bonds with institutional investors in
compliance with Section 4(a)(2) of the Securities Act
Proceeds will be used to fund Project Costs, capitalized interest, debt service reserve account, and retainage, among other things
Senior secured payable from net revenues after payment for routine maintenance and major maintenance
Elmore County Correctional Facility: approximately $508.3 million
Escambia County Correctional Facility: approximately $266.5 million
33 years with 21-year average life
Fully amortizing, with annual principal repayments with a minimum 1.20x Debt Service Coverage Ratio
•
Callable at any time at the make-whole price
•
Make-whole price is par plus the present value of the remaining principal and interest discounted at a rate of US Treasuries plus a spread to be determined at pricing
• At make-whole price upon a Prepayment Event under the Lease Agreement, including a Prepayment Event caused by failure of the Project to achieve Substantial
Completion
The Series 2021A Bonds and Series 2021B Bonds (together the "Bonds") will be payable from loan repayments by the Borrower to PFA. The Bonds will be payable
from and secured by the Trust Estate established under the Indenture. In addition, the Bonds will be payable from and secured by a lien on and security interest in the
Bondholder Collateral of the Borrower held by KeyBank National Association, as collateral agent. Project Revenues will consist of Lease Payments received from
ADOC pursuant to the Lease Agreements; the obligation of ADOC to make such Lease Payments is subject to appropriation by the State of Alabama Legislature.
⚫ No Default / Event of Default
• All reserves are funded to required amounts
•
Occupancy Date shall have occurred
⚫ All capital contributions have been contributed pursuant to any Equity Funding Agreement
⚫ In the prior and future 12-month periods, Restricted Payments DSCR was 1.1x
⚫ Sufficient funds to remain available after distribution to pay the next principal and interest payment
6 months of principal and interest cash funded or backed by a letter of credit
Usual and customary construction security package to include payment and performance bonds, liquidated damages, and retainage or other form of liquidity
3-year forward looking reserve account
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