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; |
• | to add covenants or events of default for the benefit of the holders of debt securities of any series; |
• | 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). | |
| | ||
| | 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). | |
| | ||
| | 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). | |
| | ||
| | 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). | |
| |
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). | |
| | ||
4.3* | | | Form of Note. |
| | ||
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. |
| | ||
| | Opinion of Bass, Berry & Sims PLC. | |
| | ||
| | Opinion of Miles & Stockbridge P.C, as to matters of Maryland law. | |
| | ||
| | Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Nevada law. | |
| | ||
| | Opinion of Brownstein Hyatt Farber Schreck, LLP, as to matters of Colorado law. | |
| | ||
| | Opinion of McAfee & Taft, as to matters of Oklahoma law. | |
| | ||
| | Opinion of Liechty, McGinnis, Berryman & Bowen, LLP, as to matters of Texas law. | |
| | ||
| | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1). | |
| | ||
| | Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2). | |
| | ||
23.3 | | | |
| | ||
| | Consent of McAfee & Taft (included in Exhibit 5.5). | |
| | ||
| | Consent of Liechty, McGinnis, Berryman & Bowen, LLP (included in Exhibit 5.6). | |
| | ||
| | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
| | ||
| | 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: | | | Curtiss D. Sullivan Chief Manager and President |
/s/ Curtiss D. Sullivan | | | April 6, 2021 |
Curtiss D. Sullivan | | ||
Chief Manager and President (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) | | |
| | 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. | | |||||||||
| | | | | ||||||||
| | By: Avalon Correctional Services, Inc. its sole member | | |||||||||
| | | | | | | | |||||
| | | | By: | | | /s/ Damon T. Hininger | | ||||
| | | | | | Damon T. Hininger Chairman of the Board and Chief Executive Officer | |
| | 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 | | | |
| |
/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 | | |
| | Correctional Management, Inc. | ||||
| | | | |||
| | By: | | | /s/ Shannon Carst | |
| | | | 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 | |||||||
| | | | | |||||
| | By: CoreCivic of Tennessee, LLC, its sole member | |||||||
| | | | | | ||||
| | | | By: | | | /s/ Damon T. Hininger | ||
| | | | | | Damon T. Hininger President and Chief Executive Officer |
| | 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 |
/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. | ||||
| | | | |||
| | 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 | | ||
| |
|
Very truly yours,
|
|
|
|
/s/ Bass, Berry & Sims, PLC |
1. |
ACS Corrections of Texas, L.L.C., a Texas limited liability company
|
2. |
Avalon Corpus Christi Transitional Center, LLC, a Texas limited liability company
|
3. |
Avalon Correctional Services, Inc., a Nevada corporation
|
4. |
Avalon Transitional Center Dallas, LLC, a Texas limited liability company
|
5. |
Avalon Tulsa, L.L.C., an Oklahoma limited liability company
|
6. |
Carver Transitional Center, L.L.C., an Oklahoma limited liability company
|
7. |
CCA Health Services, LLC, a Tennessee limited liability company
|
8. |
CCA International, LLC, a Delaware limited liability company
|
9. |
CCA South Texas, LLC, a Maryland limited liability company
|
10. |
CoreCivic, LLC, a Delaware limited liability company
|
11. |
CoreCivic Government Solutions, LLC, a Maryland limited liability company
|
12. |
CoreCivic of Tallahassee, LLC, a Maryland limited liability company
|
13. |
CoreCivic of Tennessee, LLC, a Tennessee limited liability company
|
14. |
CoreCivic TRS, LLC, a Maryland limited liability company
|
15. |
Correctional Alternatives, LLC, a California limited liability company
|
16. |
Correctional Management, Inc., a Colorado corporation
|
17. |
EP Horizon Management, LLC, a Texas limited liability company
|
18. |
16. Fort Worth Transitional Center, L.L.C., an Oklahoma limited liability company
|
19. |
Green Level Realty LLC, a Colorado limited liability company
|
20. |
National Offender Management Systems, LLC, a Colorado limited liability company
|
21. |
Prison Realty Management, LLC, a Tennessee limited liability company
|
22. |
Recovery Monitoring Solutions Corporation, a Texas corporation
|
23. |
Rocky Mountain Offender Management Systems, LLC, a Colorado limited liability company
|
24. |
Southern Corrections Systems of Wyoming, L.L.C., an Oklahoma limited liability company
|
25. |
Technical and Business Institute of America, LLC, a Tennessee limited liability company
|
26. |
Time to Change, Inc., a Colorado corporation
|
27. |
TransCor America, LLC, a Tennessee limited liability company
|
28. |
Turley Residential Center, L.L.C., an Oklahoma limited liability company
|
CoreCivic, Inc.
April 6, 2021
Page 2
|
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1. |
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.
|
2. |
Each of the Maryland Subsidiary Guarantors is a limited liability company existing under and by virtue of, and is in good standing under, the laws of the State of Maryland.
|
3. |
(a) Upon adoption by the board of directors of the Company (the “Board”) of a resolution in form and content as required by applicable law and the Company’s charter and bylaws authorizing the issuance and sale of shares of Common Stock, (b)
when the Registration Statement and any required post-effective amendment(s) thereto and any and all prospectus supplement(s) required by applicable laws have become effective under the Securities Act, and (c) upon issuance and delivery of and
payment for such shares in the manner contemplated by the Registration Statement and the related prospectus supplement(s) and by such resolution, such shares of Common Stock being issued by the Company will be validly issued, fully paid and
nonassessable.
|
4. |
(a) When a new class or series of Preferred Stock has been duly established in accordance with the terms of the Company’s charter and bylaws and applicable law, and upon adoption by the Board of a resolution in form and content as required
by applicable law and the Company’s charter and bylaws authorizing the issuance and sale of shares of such class or series of Preferred Stock, and when appropriate articles supplementary to the Company’s charter relating to such class or series
of Preferred Stock have been duly approved by the Board and been filed with and accepted for record by the State Department of Assessments and Taxation of the State of Maryland, (b) when the Registration Statement and any required
post-effective amendment(s) thereto and any and all prospectus supplement(s) required by applicable laws have become effective under the Securities Act, and (c) upon issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement and the related prospectus supplement(s) and by such resolution, such shares of such class or series of Preferred Stock will be validly issued, fully paid and nonassessable.
|
5. |
Upon adoption by the Board of a resolution in form and content as required by applicable law and the Company’s charter and bylaws authorizing the issuance of Debt Securities, the issuance of such Debt Securities will be duly authorized by
the Company.
|
6. |
Upon approval of a Guarantee by a Maryland Subsidiary Guarantor by all limited liability company action required by applicable law and the governing documents of such Maryland Subsidiary Guarantor, such Guarantee will be duly authorized by
such Maryland Subsidiary Guarantor.
|
CoreCivic, Inc.
April 6, 2021
Page 3
|
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7. |
Upon adoption by the Board of a resolution in form and content as required by applicable law and the Company’s charter and bylaws authorizing the issuance of Warrants, the issuance of such Warrants will be duly authorized by the Company.
|
8. |
Upon adoption by the Board of a resolution in form and content as required by applicable law and the Company’s charter and bylaws authorizing the issuance of Units, the issuance of such Units will be duly authorized by the Company.
|
(a) |
(i) All documents submitted to us as originals are authentic, (ii) all documents submitted to us as copies conform to the original documents, (iii) all signatures on all documents submitted to us for examination are genuine, (iv) all natural
persons who executed any of the documents that were reviewed by us had legal capacity at the time of such execution and (v) all public records reviewed by us or on our behalf are accurate and complete.
|
(b) |
At the time of the issuance of any of the Offered Securities, such securities will not violate any law applicable to the Company or result in a default under or breach of any agreement or instrument binding upon the Company, and such
securities will comply with all requirements and restrictions, if any, applicable to the Company imposed by any court or governmental or regulatory body having jurisdiction over the Company.
|
(c) |
At the time of issuance of any shares of Common Stock (including any shares of Common Stock that may be issued upon conversion or exercise of any of the Offered Securities that are convertible into or exercisable for shares of Common Stock),
the Company will have a sufficient number of authorized but unissued shares of Common Stock for the issuance.
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(d) |
At the time of issuance of any shares of Preferred Stock (including any shares of Preferred Stock that may be issued upon conversion or exercise of any of the Offered Securities that are convertible into or exercisable for shares of
Preferred Stock), the Company will have a sufficient number of authorized but unissued shares of the applicable class or series of Preferred Stock for the issuance.
|
(e) |
At the time of issuance of any of the Offered Securities, the Company will be in good standing under the laws of the State of Maryland.
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CoreCivic, Inc.
April 6, 2021
Page 4
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![]() |
By:
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/s/ J. W. Thompson Webb
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Principal
|
|
(i)
|
The Registration Statement, including the prospectus therein (the “Prospectus”);
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(ii)
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The Base Indenture;
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(iii)
|
Articles of Organization of the Oklahoma Guarantors as certified by the Oklahoma Secretary of State on December 29, 2015;
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(iv)
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Operating Agreements of the Oklahoma Guarantors as certified by the Corporate Secretary of the sole member of the sole member of the Oklahoma
Guarantors as of April 6, 2021;
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(v)
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Certificates regarding the good standing of the Oklahoma Guarantors issued by the Oklahoma Secretary of State on April 5, 2021.
|
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Very truly yours, |
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/s/ McAfee & Taft |
Emmett Berryman | April 6, 2021 | Sender’s E-mail: |
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eberryman@lmlawyers.com |
|
|
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(a) |
Certificate of Formation of ACS Corrections of Texas, L.L.C.;
|
(b) |
Operating Agreement of ACS Corrections of Texas, L.L.C.;
|
(c) |
Certificate of Formation of Avalon Corpus Christi Transitional Center, LLC;
|
(d) |
Certificate of Amendment to Certificate of Formation of Avalon Corpus Christi Transitional Center, LLC;
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(e) |
Operating Agreement of Avalon Corpus Christi Transitional Center, LLC;
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(f) |
Certificate of Formation of Avalon Transitional Center Dallas, LLC;
|
(g) |
Certificate of Amendment to Certificate of Formation of Avalon Transitional Center Dallas, LLC;
|
(h) |
Operating Agreement of Avalon Transitional Center Dallas, LLC;
|
(i) |
Assignment of Membership Interest dated December 31, 2015, by and between Avalon Correctional Services, Inc., a Nevada corporation, as assignor, and CCA of Tennessee, LLC, a Tennessee limited liability company, as assignee;
|
(j) |
Certificate of Formation of EP Horizon Management, LLC;
|
(k) |
Operating Agreement of EP Horizon Management, LLC;
|
(l) |
Certificate of Filing of Recovery Monitoring Solutions Corporation;
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(m) |
Certificate of Amendment to the Certificate of Formation of Recovery Healthcare Corporation;
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(n) |
the Status Certificates (as defined in subpart (ii) below); and
|
(o) |
the Evidences (as defined in subpart (iii) below).
|
a. |
Have the limited liability company or corporate power, as applicable, and authority to execute, deliver and perform their respective obligations under the applicable indenture, any supplemental indenture and the Debt Guarantees to the
extent any Texas Subsidiary Guarantors is a party thereto; and
|
b. |
The Debt Guarantees, upon being duly authorized by all necessary limited liability company action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for limited liability company law
purposes by each of the Texas Subsidiary Guarantors.
|
|
Very truly yours, | |
|
|
|
LIECHTY, McGINNIS, BERRYMAN & BOWEN, LLP,
a Texas limited liability partnership
|
||
By: |
/s/ LIECHTY, McGINNIS, BERRYMAN & BOWEN, LLP | |
|
|
|
Name of Texas Subsidiary Guarantor
|
State of Organization
|
ACS Corrections of Texas, L.L.C.
|
TX
|
Avalon Corpus Christi Transitional Center, LLC
|
TX
|
Avalon Transitional Center Dallas, LLC
|
TX
|
EP Horizon Management, LLC
|
TX
|
Recovery Monitoring Solutions Corporation |
TX
|
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
_____________________________
___ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
REGIONS BANK
(Exact name of trustee as specified in its charter)
Alabama | 63-0371391 |
(Jurisdiction of incorporation or | (I.R.S. Employer |
organization if not a U.S. national | Identification No.) |
bank) |
1900 Fifth Avenue North | |
Birmingham, AL | 35203 |
(Address of principal executive offices) | (Zip code) |
Regions Bank
1180 West Peachtree Street
Atlanta, GA 30309
(404) 581-3770
(Name, address and telephone number of agent for service)
_____________________________
CoreCivic, Inc.
(Exact name of obligor as specified in its charter)
Maryland | 62-1763875 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
5501 Virginia Way, Brentwood, Tennessee | 37027 |
(Address of principal executive offices) | (Zip code) |
_____________________________
Debt Securities
(Titles of the indenture securities)
Item 1. | General Information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
State of Alabama State Banking Department
PO Box 4600
Montgomery, AL 36103-4600
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of Atlanta
Atlanta, Georgia 30309
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
Item 2. | Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
None with respect to the trustee.
Items 3-15. | No responses are included for Items 3 through 15. Responses to those Items are not required because, as provided in General Instruction B the obligor is not in default on any securities issued under indentures under which Regions Bank is a trustee. |
Item 16. | List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. |
Exhibit 1. | A copy of the Articles of Incorporation of the trustee now in effect. |
Exhibit 2. | The authority of Regions Bank to commence business was granted under the Articles of Incorporation for Regions Bank, incorporated herein by reference to Exhibit 1 of Form T-1. |
Exhibit 3. | The authorization to exercise corporate trust powers was granted under the Articles of Incorporation for Regions Bank, incorporated herein by reference to Exhibit 1 of Form T-1. |
Exhibit 4. | A copy of the bylaws of the trustee as now in effect. |
Exhibit 5. | Not applicable. |
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. |
Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
Exhibit 8. | Not applicable. |
Exhibit 9. | Not applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Regions Bank, a state chartered bank under the laws of Alabama, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta and State of Georgia on April 6, 2021.
REGIONS BANK | |
/s/ Kristine Prall | |
Kristine Prall | |
Vice President |
EXHIBIT 1
ARTICLES OF INCORPORATION
OF
REGIONS BANK
REGIONS BANK, a corporation organized and existing under the laws of the State of Alabama, hereby certifies as follows:
1.) The name of the corporation is Regions Bank
2.) This restatement of the Articles of Incorporation restates and integrates the amendments to the Articles of Incorporation as previously filed and further amends the Articles of Incorporation by amending Article 9 of the Articles of Incorporation as previously filed.
3.) The text of the Restated Articles of Incorporation reads as herein set forth in full:
RESTATED ARTICLES OF INCORPORATION
OF
REGIONS BANK
1. | The name of this corporation shall be Regions Bank. |
2. | The principal place of business shall be 1900 Fifth Avenue North, Birmingham, Alabama. The general business of Regions Bank (the "Bank") shall be conducted at its main office and its branches and other facilities. |
3. | The Bank shall have the following objects, purposes and powers: |
a. | To sue and be sued, complain and defend, in its corporate name. |
b. | To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. |
c. | To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated. |
d. | To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets, subject to the limitations hereinafter prescribed. |
e. | To lend money and use its credit to assist its employees. |
f. | To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district, or municipality or of any instrumentality thereof as may be permitted by law or appropriate regulations. |
To make contracts, guarantees, and indemnity agreements and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage, pledge of, or creation of security interests in, all or any of its property, franchises, or income, or any interest therein, not inconsistent with the provisions of the Constitution of Alabama as the same may be amended from time to time.
h. | To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested. |
i. | To conduct its business, carry on its operations and have offices and exercise the powers granted by this Article, within or without the State of Alabama. |
j. | To elect or appoint and remove officers and agents of the Bank, and define their duties and fix their compensation. |
k. | To make and alter by its board of directors bylaws not inconsistent with its articles of incorporation or with the laws of this state for the administration and regulation of the affairs of the Bank. |
l. | To make donations for the public welfare or for charitable, scientific, or educational purposes. |
m. | To transact any lawful business which the board of directors shall find will be in aid of governmental policy. |
n. | To pay pensions and establish pension plans, pension trusts, profit sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers and employees. |
o. | To be a promoter, incorporator, partner, member, trustee, associate, or manager of any domestic or foreign corporation, partnership, joint venture, trust, or other enterprise. |
p. | To consolidate or merge, before or after the completion of its works or plants, in the manner herein provided, with any other foreign or domestic corporation or corporations engaged in the business of banking or trust companies doing a banking business subject to the limitations hereinafter prescribed. |
q. | To have and exercise all powers permitted by the laws of Alabama necessary or convenient to effect its purposes. |
r. | To discount bills, notes or other evidences of debt. |
s. | To receive and pay out deposits, with or without interest, pay checks, and impose charges for any services. |
t. | To receive on special deposit money, bullion or foreign coins or bonds or other securities. |
u. | To buy and sell foreign and domestic exchanges, gold and silver bullion or foreign coins, bonds, bills of exchange, notes and other negotiable paper. |
v. | To lend money on personal security or upon pledges of bonds, stocks or other negotiable securities. |
w. | To take and receive security by mortgage, security or otherwise on property, real and personal. |
x. | To become trustee for any purpose and be appointed and act as executor, administrator, guardian, receiver, or fiduciary. |
y. | To lease real and personal property upon specific request of a customer, provided it complies with any applicable Alabama laws regulating leasing real property or improvements thereon to others. |
z. | To perform computer, management and travel agency services for others. |
aa. To subscribe to the capital stock and become a member of the federal reserve system and comply with rules and regulations thereof.
bb. To do business and exercise directly or through operating subsidiaries any powers incident to the business of banks.
4. | The duration of the corporation shall be perpetual. |
5. | The Board of Directors is expressly authorized from time to time to fix the number of Directors which shall constitute the entire Board, subject to the following: |
a. The number of Directors constituting the entire Board shall be fixed from time to time by vote of a majority of the entire Board, provided, however, that the number of Directors shall not be reduced so as to shorten the term of any Director at the time in office, and provided further, shall not be less than three nor more than twenty-five (25). Each Director shall be the record owner of the requisite number of shares of common stock of the Bank's parent bank holding company fixed by the appropriate regulatory authorities.
b. Notwithstanding any other provisions of the Articles of Incorporation or the bylaws of the Bank (and notwithstanding the fact that some lesser percentage may be specified by law, these Restated Articles of Incorporation or the bylaws of the Bank), any Director or the entire Board of Directors of the Bank may be removed at any time, with or without cause by the affirmative vote of the holders of ninety percent (90%) or more of the outstanding shares of capital stock of the Bank entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose.
6. | The aggregate number of shares of capital stock which the Bank shall have authority to issue is thirty thousand five hundred forty six (30,546) shares, which shall be common stock, par value five dollars ($5.00) per share (the "Common Stock"). The Bank shall not issue fractional shares of stock, but shall pay in cash the fair value of fractions of a share as of the time when those otherwise entitled to receive such fractions are determined. |
a. Shareholders shall not have pre-emptive rights to purchase shares of any class of capital stock of the Bank. The Bank, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.
b. Authority is hereby expressly granted to the Board of Directors from time to time to issue any authorized but unissued shares of Common Stock for such consideration and on such terms as it may determine. Every share of Common Stock of the Bank shall have one vote at any meeting of the shareholders and may be voted by the shareholders of record either in person or by proxy.
c. In the event of any liquidation, dissolution, or winding up of the Bank or upon the distribution of the assets of the Bank, the assets of the Bank remaining after satisfaction of all obligations and liabilities shall be divided and distributed among the holders of the Common Stock ratably. Neither the merger or consolidation of the Bank with another corporation nor the sale or lease of all or substantially all of the assets of the Bank shall be deemed to be a liquidation, dissolution, or winding up of the Bank or a distribution of its assets.
d. The holders of Common Stock shall have the exclusive power to vote and shall have one vote in respect of each share of such stock held by them.
7. | The Chief Executive Officer, Secretary, Board of Directors, or holder(s) of at least 90% of the issued and outstanding voting stock of the Bank may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of Alabama, notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his address as shown upon the stock transfer book of this Bank. |
8. | The Bank reserves the right to amend, alter, change or repeal any provision contained in these Restated Articles of Incorporation, in the manner now or hereafter provided by law, at any regular or special meeting of the shareholders, and all rights conferred upon officers, directors and shareholders of the Bank hereby are granted subject to this reservation. |
9. | The Bank shall indemnify its officers, directors, employees, and agents in accordance with the indemnification provisions set forth in the By-Laws, as may be amended from time to time, and in all cases in accordance with applicable laws and regulations. |
4.) This amendment to and restatement of the Articles of Incorporation was duly adopted by vote of the directors of the Bank pursuant to Section 10A-2-10.03 of the Alabama Business Corporation Law and was approved by the sole shareholder in accordance with Section 10A-2-10.03, by unanimous consent of the holder of 21,546 shares of common stock, constituting all of the shares of capital stock of the Bank outstanding, indisputably represented, and entitled to vote on the amendment. The date of adoption of the Restated Articles of Incorporation was October 16, 2014.
IN WITNESS WHEREOF, said Regions Bank has caused this certificate to be signed by Fournier J. Gale, III, its Senior Executive Vice President, General Counsel and Corporate Secretary, this 16th day of October, 2014.
REGIONS BANK | ||
By: | /s/ Fournier J. Gale, III | |
Fournier J. Gale, III | ||
Senior Executive Vice President, General | ||
Counsel and Corporate Secretary |
STATE OF ALABAMA
MONTGOMERY COUNTY
I, John D. Harrison, as Superintendent of Banks for the State of Alabama, do hereby certify that I have fully and duly examined the foregoing Articles of Amendment whereby the shareholders of Regions Bank, a banking corporation located at Birmingham, Alabama, proposes to Amend and Restate the Articles of Incorporation and also the Amendment to Article 9 of Regions Bank.
See attached Articles of Amendment to the Articles of Incorporation of Regions Bank.
Also see attached Amendment to Article 9 of Regions Bank.
I do hereby certify that said Amendment of the Articles of Incorporation appears to be in substantial conformity with the requirements of law and they are hereby approved. Upon the filing of the same, together with this Certificate of Approval, with the proper agency as required by law, the Restated Articles of Incorporation of said bank shall be effective.
Given under my hand and seal of office this the 27th day of October, 2014.
/s/ John D. Harrison | |
John D. Harrison | |
Superintendent of Banks |
EXHIBIT 4
AMENDED AND RESTATED BY-LAWS OF
REGIONS BANK
Effective August 6, 2020 upon filing of the
Second Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Alabama
ARTICLE I. OFFICES
Section 1. Registered Office.
The registered office of Regions Bank (the “Bank”) shall be maintained at the office of the Corporation Service Company, Inc., in the City of Montgomery, in the County of Montgomery, in the State of Alabama, or such other location as may be designated by the Board of Directors. Corporation Service Company, Inc. shall be the registered agent of the Bank unless and until a successor registered agent is appointed by the Board of Directors.
Section 2. Other Offices.
The Bank may have other offices at such places as the Board of Directors may from time to time appoint or the business of the Bank may require.
Section 3. Principal Place of Business.
The principal place of business of the Bank shall be in Birmingham, Alabama.
ARTICLE II. MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting.
Annual meetings of stockholders for the election of members of the Board of Directors (“Directors”) and for such other business as the Board of Directors may determine, shall be held at such place, time and date as the Board of Directors, by resolution, shall determine.
Section 2. Special Meetings.
The Chief Executive Officer, Secretary, Board of Directors or holder(s) of at least ninety percent (90%) of the issued and outstanding voting stock of the Bank may call a special meeting of stockholders at any time. Special meetings of stockholders may be held at such place, time and date as shall be stated in the notice of the meeting.
Section 3. Voting.
The vote of a majority of the votes cast by the shares entitled to vote on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, except as otherwise required by law or by the Certificate of Incorporation of the Bank.
Section 4. Quorum.
At each meeting of stockholders, except where otherwise provided by applicable law, the Certificate of Incorporation or these By-Laws, the holders of a majority of the outstanding shares of the Bank entitled to vote on a matter at the meeting, represented in person or by proxy, shall constitute a quorum. If less than a majority of the outstanding shares are represented, a majority of the shares so represented may adjourn the meeting from time to time without further notice, but until a quorum is secured no other business may be transacted. The stockholders present at a duly organized meeting may continue to transact business until an adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
Section 5. Notice of Meeting.
Written or printed notice stating the place, day and time of the meeting and, in case of a special meeting of stockholders, the purpose or purposes of the meeting, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting. The notice shall also include the record date for determining the stockholders entitled to vote at the meeting, if that date is different from the record date for determining stockholders entitled to notice of the meeting. Such notice may be communicated in person, by telephone, teletype, telecopier, facsimile transmission or other form of electronic communication, or by mail or private carrier. The notice shall be deemed to have been delivered (i) if mailed postage prepaid and correctly addressed to a stockholder, upon deposit in the United States mail; (ii) if mailed by United States mail postage prepaid and correctly addressed to a recipient other than a stockholder, the earliest of when it is actually received or (A) if sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee or (B) five (5) days after it is deposited in the United States mail; or (iii) if an electronic transmission, when (A) it enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission and (B) it is in a form capable of being processed by that system. The attendance of a stockholder at a meeting shall constitute a waiver of lack of notice or defective notice of such meeting, unless the stockholder expresses such objection at the beginning of the meeting, and shall constitute a waiver of any objection to the consideration of a particular matter that is not within the purpose or purposes described in the notice, unless the stockholder objects to considering the matter before action is taken thereon.
Section 6. Informal Action by Stockholders.
Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares of stock entitled to vote on the action were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders approving the action and delivered to the Bank for filing by the Bank with the minutes or corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date on which a consent is delivered to the Bank as required by this section, written consents signed by sufficient stockholders to take the action have been delivered to the Bank. A written consent may be revoked by a writing to that effect delivered to the Bank before unrevoked written consents sufficient in number to take the corporate action have been delivered to the Bank.
A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. The action taken by written consent shall be effective when written consents signed by sufficient stockholders to take the action have been delivered to the Bank.
If action is taken by less than unanimous written consent of the stockholders, the Bank shall give its nonconsenting stockholders written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the Bank. The notice must reasonably describe the action taken and contain or be accompanied by the same material that would have been required to be sent to stockholders in a notice of a meeting at which the action would have been submitted to the stockholders for action.
ARTICLE III. DIRECTORS
Section 1. Number and Term.
The number of Directors that shall constitute the whole Board of Directors shall be fixed, from time to time, by resolutions adopted by the Board of Directors, but shall not be less than five (5) persons or more than twenty-five (25) persons. The number of Directors shall not be reduced so as to shorten the term of any Director in office at the time.
Directors elected at each annual or special meeting or appointed pursuant to Article III, Section 4 of these By-Laws shall hold office until the next annual meeting and until his or her successor shall have been elected and qualified, or until his or her earlier retirement, death, resignation or removal. Directors need not be residents of Alabama.
Section 2. Chair of the Board and Lead Independent Director.
The Board of Directors shall by majority vote designate from time to time from among its members a Chair of the Board of Directors. The Chair of the Board of Directors shall preside at all meetings of the stockholders and of the Board of Directors. He or she shall have and perform such duties as prescribed by these By-Laws and by the Board of Directors. The position of Chair of the Board of Directors is a Board position; provided, however, the position of Chair of the Board of Directors may be held by a person who is also an officer of the Bank.
In the absence of the Chair of the Board of Directors, or in the case he or she is unable to preside, the Lead Independent Director, if at the time a Director of the Bank has been designated by the Board of Directors as such, shall have and exercise all powers and duties of the Chair of the Board of Directors and shall preside at all meetings of the Board of Directors. If at any Board of Directors meeting neither of such persons is present or able to act, the Board of Directors shall select one of its members as acting chair of the meeting or any portion thereof.
Section 3. Resignations.
Any Director may resign at any time. All resignations shall be made in writing, and shall take effect at the time of receipt by the Chair of the Board of Directors, Chief Executive Officer, President or Secretary or at such other time as may be specified therein. The acceptance of a resignation shall not be necessary to make it effective.
Section 4. Vacancies.
If the office of any Director becomes vacant, including by reason of resignation or removal, or the size of the Board of Directors is increased, the remaining Directors in office, even if less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy or new position, and such person shall hold office for the unexpired term and until his or her successor shall be duly chosen.
Section 5. Removal.
Any Director may be removed at any time, with or without cause, by the affirmative vote of the holders of ninety percent (90%) or more of the outstanding shares of capital stock of the Bank entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of stockholders called for that purpose.
Section 6. Powers.
The business and affairs of the Bank shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by applicable law, the Certificate of Incorporation of the Bank or pursuant to these By-Laws.
Section 7. Meetings.
Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by the Board of Directors; provided, however, that such regular meetings shall be held at intervals in compliance with the Alabama Banking Code, Section 5-1A-1 et seq. of the Code of Alabama 1975, as amended (together with any act amendatory thereof, supplementary thereto or substituted therefor, hereinafter referred to as the “Banking Code”).
Special meetings of the Board of Directors may be called by the Chair of the Board of Directors, Lead Independent Director, Chief Executive Officer or President, or Secretary on the request of any two members of the Board of Directors, on at least two (2) days’ notice to each Director and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the notice of such meeting.
Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Notice of any special meeting of the Board of Directors need not be given personally, and may be given by United States mail, postage prepaid or by any form of electronic communication, and shall be deemed to have been given on the date such notice is transmitted by the Bank (which, if notice is mailed, shall be the date when such notice is deposited in the United States mail, postage prepaid, directed to the applicable Director at such Director’s address as it appears on the records of the Bank).
Section 8. Quorum; Vote Required for Action.
A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation or these By-Laws shall require a vote of a greater number.
Section 9. Compensation.
Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of Directors. Nothing herein contained shall be construed to preclude any Director from serving the Bank in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.
Section 10. Action Without Meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board of Directors, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee. Action taken under this section is the act of the Board of Directors when one or more consents signed by all of the Directors are delivered to the Bank. The consent may specify a later time as the time at which the action taken is to be effective. A Director’s consent may be withdrawn by a revocation signed by the Director and delivered to the Bank before delivery to the Bank of unrevoked written consents signed by all of the Directors. A consent signed under this section has the effect of action taken at a meeting of the Board of Directors and may be described as such in any document.
Section 11. Committees.
A majority of the Board of Directors shall have the authority to designate one or more committees, each committee to consist of one or more of the Directors of the Bank. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any committee of the Board of Directors, to the extent provided in the resolutions of the Board of Directors or in these By-Laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Bank and may authorize the seal of the Bank to be affixed to all papers that may require it, in each case to the fullest extent permitted by applicable law. In the absence or disqualification of any member of a committee from voting at any meeting of such committee, the remaining member or members thereof present at such meeting and not disqualified from voting, whether or not the remaining member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at such meeting in the place of any such absent or disqualified member.
Section 12. Eligibility.
No person shall be eligible to serve as Director of the Bank unless such person shall be the owner of shares of stock of the parent holding company of the number and held in the manner sufficient to meet the requirements of any applicable law or regulation in effect requiring the ownership of Directors’ qualifying shares.
Section 13. Directors Protected.
In accordance with the Alabama Business Corporation Law, Chapter 2A of Title 10A of the Code of Alabama (1975), or any statute amendatory or supplemental thereof (the “Corporation Law”) and specifically Section 10A-2A-8.30, each Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon information, opinions, reports or statements, including financial statements and other financial data, made to the Directors by the officers or employees of the Bank; legal counsel, public accountants, certified public accountants or other persons as to matters the Director reasonably believes are within the person’s professional or expert competence; or a committee of the Board of Directors of which he or she is not a member if the Director reasonably believes the committee merits confidence, or in relying in good faith upon other records or books of account of the Bank.
ARTICLE IV. OFFICERS
Section 1. Officers, Elections, Terms.
The officers of the Bank shall be a Chief Executive Officer; a President; one or more vice presidents or directors (referring in this context to service in an officer capacity), who may be designated Senior Executive Vice Presidents, Executive Vice Presidents, Executive Managing Directors, Senior Vice Presidents, Managing Directors, Vice Presidents, Directors, and Assistant Vice Presidents; a Secretary; one or more Assistant Secretaries; a Chief Financial Officer; a Controller; an Auditor; and such other officers as may be deemed appropriate. All of such officers shall be appointed annually by the Board of Directors to serve for a term of one (1) year and until their respective successors are appointed and qualified or until such officer’s earlier death, resignation, retirement or removal, except that the Board of Directors may delegate the authority to appoint officers holding the position of Senior Executive Vice President and below in accordance with procedures established or modified by the Board from time to time. None of the officers of the Bank need be Directors. More than one office may be held by the same person. The conduct of the business and affairs of the Bank by the officers shall be subject to the oversight of the Board of Directors and of any committee of the Board of Directors having authority over the subject matter.
Section 2. Chief Executive Officer.
The Board of Directors shall appoint a Chief Executive Officer of the Bank. The Chief Executive Officer is the most senior executive officer of the Bank, and shall be vested with authority to act for the Bank in all matters and shall have general supervision of the Bank and of its business affairs, including authority over the detailed operations of the Bank and over its personnel, with full power and authority during intervals between sessions of the Board of Directors to do and perform in the name of the Bank all acts and deeds necessary or proper, in his or her opinion, to be done and performed and to execute for and in the name of the Bank all instruments, agreements and deeds that may be authorized to be executed on behalf of the Bank or may be required by law. The Chief Executive Officer may, but need not, also hold the office of President.
Section 3. President.
The President shall have, and may exercise, the authority to act for the Bank in all ordinary matters and perform other such duties as directed by the By-Laws, the Board of Directors or the Chief Executive Officer. Among the officers of the Bank, the President is subordinate to only the Chief Executive Officer and is senior to the other officers of the Bank. The authority of the President shall include authority over the detailed operations of the Bank and over its personnel with full power and authority during intervals between sessions of the Board of Directors to do and perform in the name of the Bank all acts and deeds necessary or proper, in his or her opinion, to be done and performed and to execute for and in the name of the Bank all instruments, agreements and deeds that may be authorized to be executed on behalf of the Bank or may be required by law.
Section 4. Vice Presidents.
The vice presidents or directors, who may be designated as Senior Executive Vice Presidents, Executive Vice Presidents, Executive Managing Directors, Senior Vice Presidents, Managing Directors, Vice Presidents, Directors, and Assistant Vice Presidents, shall, subject to the control of the Chief Executive Officer or the President, have and may exercise the authority vested in them in all proper matters, including authority over the detailed operations of the Bank and over its personnel.
Section 5. Chief Financial Officer.
The Chief Financial Officer, or his or her designee, shall have and perform such duties as are incident to the office of Chief Financial Officer and such other duties as may from time to time be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President.
Section 6. Secretary and Assistant Secretary.
The Secretary shall keep minutes of all meetings of the stockholders and the Board of Directors unless otherwise directed by either of those bodies. The Secretary, or in his or her absence, any Assistant Secretary, shall attend to the giving and serving of all notices of the Bank. The Secretary shall perform all of the duties incident to the office of Secretary and shall do and perform such other duties as may from time to time be assigned by the Board of Directors, the Chair of the Board of Directors, the Chief Executive Officer or the President.
Section 7. Controller.
The Controller shall, under the direction of the Chief Executive Officer, the President, the Chief Financial Officer or other more senior officer, have general supervision and authority over all reports required of the Bank by law or by any public body or officer or regulatory authority pertaining to the condition of the Bank and its assets and liabilities. The Controller shall have general supervision of the books and accounts of the Bank and its methods and systems of recording and keeping accounts of its business transactions and of its assets and liabilities. The Controller shall be responsible for preparing statements showing the financial condition of the Bank and shall furnish such reports and financial records as may be required of him or her by the Board of Directors or by the Chief Executive Officer, the President, the Chief Financial Officer or other more senior officer.
Section 8. Auditor.
The Auditor’s office may be filled by an employee of the Bank or his or her duties may be performed by an employee or committee of the parent company of the Bank. The Auditor shall have general supervision of the auditing of the books and accounts of the Bank, and shall continuously and from time to time check and verify the Bank’s transactions, its assets and liabilities, and the accounts and doings of the officers, agents and employees of the Bank with respect thereto. The Auditor, whether an employee of the Bank or of its parent, shall be directly accountable to and under the jurisdiction of the Board of Directors and, if applicable, its designated committee, acting independently of all officers, agents and employees of the Bank. The Auditor shall render reports covering matters in his or her charge regularly and upon request to the Board and, if applicable, its designated committee.
Section 9. Other Officers and Agents.
The Board of Directors may appoint such other officers and agents as it may deem advisable, such as General Counsel, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The functions of a cashier of the Bank may be performed by the Controller or any other officer of the Bank whose area of responsibility includes the function to be performed.
Section 10. Management Policymaking Committee.
Pursuant to the By-Laws of Regions Financial Corporation, the Chief Executive Officer shall establish and name (and may rename from time to time) an executive management committee to develop, publish and implement policies and procedures for the operation of Regions Financial Corporation and its subsidiaries and affiliates, including the Bank.
Section 11. Officer in Charge of Wealth Management.
The officer in charge of Wealth Management shall be designated as such by the Board of Directors and shall exercise general supervision and management over the affairs of Private Wealth Management, Institutional Services and Wealth Management Middle Office, which groups are responsible for exercise of the Bank’s trust powers. Such officer is hereby empowered to appoint all necessary agents or attorneys; also to make, execute and acknowledge all checks, bonds, certificates, deeds, mortgages, notes, releases, leases, agreements, contracts, bills of sale, assignments, transfers, powers of attorney or of substitution, proxies to vote stock, or any other instrument in writing that may be necessary in the purchase, sale, mortgage, lease, assignment, transfer, management or handling, in any way of any property of any description held or controlled by the Bank in any fiduciary capacity. Said officer shall have such other duties and powers as shall be designated by the Board of Directors.
Section 12. Other Officers in Private Wealth Management, Institutional Services and Wealth Management Middle Office.
The officer in charge of Wealth Management shall appoint officers responsible for the activities of Private Wealth Management, Institutional Services and Wealth Management Middle Office. Various other officers as designated by the officers responsible for the activities of Private Wealth Management, Institutional Services and Wealth Management Middle Office are empowered and authorized to make, execute and acknowledge all checks, bonds, certificates, deeds, mortgages, notes, releases, leases, agreements, contracts, bills of sale, assignments, transfers, powers of attorney or substitution, proxies to vote stock or any other instrument in writing that may be necessary to the purchase, sale, mortgage, lease, assignments, transfer, management or handling in any way, of any property of any description held or controlled by the Bank in any fiduciary capacity.
Section 13. Removal and Resignation of Officers.
At its pleasure, the Board of Directors may remove any officer from office at any time by a majority vote of the Board of Directors; provided, however, that the terms of any employment or compensation contract shall be honored according to its terms. An individual’s status as an officer will terminate without the necessity of any other action or ratification immediately upon termination for any reason of the individual’s employment by the Bank. Any officer may resign at any time by delivering notice (whether written or verbal) to the Bank. Such resignation shall be effective immediately unless the notice of resignation specifies a later effective date.
ARTICLE V. MISCELLANEOUS
Section 1. Certificates of Stock.
Certificates of stock of the Bank shall be signed by the President and the Secretary of the Bank, which signatures may be represented by a facsimile signature. The certificate may be sealed with the seal of the Bank or an engraved or printed facsimile thereof. The certificate represents the number of shares of stock registered in certificate form owned by such holder.
Section 2. Lost Certificates.
In case of the loss or destruction of any certificate of stock, the holder or owner of same shall give notice thereof to the Chief Executive Officer, the President, any Senior Executive Vice President or the Secretary of the Bank and, if such holder or owner shall desire the issue of a new certificate in the place of the one lost or destroyed, he or she shall make an affidavit of such loss or destruction and deliver the same to any one of said officers and accompany the same with a bond with surety satisfactory to the Bank to indemnify the Bank and save it harmless against any loss, cost or damage in case such certificate should thereafter be presented to the Bank, which affidavit and bond shall be, at the discretion of the deciding party listed in this Section 2, unless so ordered by a court having jurisdiction over the matter, approved or rejected by the Board of Directors, the Chief Executive Officer, the President or a Senior Executive Vice President before the issue of any new certificate.
Section 3. Transfer of Shares.
Title to a certificate and to the shares represented thereby can be transferred only by delivery of the certificate endorsed either in blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby, or by delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person.
Section 4. Fractional Shares.
No fractional part of a share of stock shall be issued by the Bank.
Section 5. Stockholders Record Date.
In order that the Bank may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive any rights in respect of any change, conversion or exchange of stock or for any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
Section 6. Dividends.
Subject to the provisions of the Certificate of Incorporation, at any regular or special meeting the Board of Directors may, out of funds legally available therefor, declare dividends upon the capital stock of the Bank as and when it deems expedient. Before declaring any dividend, there may be set apart out of any fund of the Bank available for dividends, such sum or sums as the Directors, from time to time in their discretion, deem proper for working capital; as a reserve fund to meet contingencies; for equalizing dividends; or for such other purposes as the Directors shall deem conducive to the interests of the Bank. No dividends shall be declared that exceed the amounts authorized by applicable laws and regulations or are otherwise contrary to law.
Section 7. Seal.
The Bank may have a corporate seal, which shall have the name of the Bank inscribed thereon and shall be in such form as prescribed by the Board of Directors from time to time. The seal may also include appropriate descriptors, such as the words: “An Alabama Banking Corporation.” The Secretary of the Bank shall have custody of the seal and is authorized to affix the same to instruments, documents and papers as required by law or as customary or appropriate in the Secretary’s judgment and discretion. Without limiting the general authority of the Board of Directors of the Bank to name, appoint, remove and define the duties of officers of the Bank, the Secretary is further authorized to cause reproductions of the seal to be made, distributed to and used by officers and employees of the Bank whose duties and responsibilities involve the execution and delivery of instruments, documents and papers bearing the seal of the Bank. In this regard, the Secretary is further authorized to establish, implement, interpret and enforce policies and procedures governing the use of the seal and the authorization by the Secretary of officers and employees of the Bank to have custody of and to use the seal. Such policies and procedures may include (i) the right of the Secretary to appoint any Bank employee as an Assistant Secretary of the Bank, if such appointment would, in the Secretary’s judgment, be convenient with respect to such employee’s custody and use of a seal and/or (ii) the right of the Secretary to authorize Bank employees to have and use seals as delegates of the Secretary without appointing such employees as Assistant Secretaries of the Bank.
Section 8. Fiscal Year.
The fiscal year of the Bank shall be the calendar year.
Section 9. Checks, Drafts, Transfers, etc.
The Chief Executive Officer, the President, any vice president or director, any Assistant Vice President, any Branch Manager, any Financial Relationship Specialist, any Financial Relationship Consultant or any other employee designated by the Board of Directors is authorized and empowered on behalf of the Bank and in its name to sign and endorse checks and warrants; to execute and deliver any and all documents that are necessary or desirable in connection with the opening of customer deposit accounts with the Bank, including, without limitation, documents requested or required by a third party in connection with the opening or rollover of individual retirement accounts to the Bank or otherwise; draw drafts; issue and sign cashier’s checks; guarantee signatures; give receipts for money due and payable to the Bank; and sign such other papers and do such other acts as are necessary in the performance of his or her duties. The authority conveyed to any employee designated by the Board of Directors may be limited by general or specific resolution of the Board of Directors.
Section 10. Notice and Waiver of Notice.
Whenever any notice whatever is required to be given under the provisions of any law or under the provisions of the Certificate of Incorporation of the Bank or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business at the meeting because the meeting is not lawfully called or convened.
Section 11. Right of Indemnity.
To the full extent provided for and in accordance with the Corporation Law, and specifically Section 10A-2A-8.50 et seq., the Bank shall indemnify and hold harmless each Director and each officer now or hereafter serving the Bank against any loss and reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any claim, or any action, suit or proceeding against him or her or in which he or she is made a party, by reason of him or her being or having been a Director or officer of the Bank, or who, while a Director or officer of the Bank, is or was serving at the Bank’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Such right of indemnity shall not be deemed exclusive of any other rights to which such Director or officer may be entitled under any statute, article of incorporation, rule of law, other bylaw, agreement, vote of stockholders or directors, or otherwise. Nor shall anything herein contained restrict the right of the Bank to indemnify or reimburse any officer or Director in any proper case even though not specifically provided for herein.
Notwithstanding anything to the contrary, the Bank shall not make or agree to make any indemnification payment to a Director or officer or any other institution-affiliated party (as such term is defined in 12 CFR § 359.1) with respect to (i) any civil money penalty or judgment resulting from any administrative or civil action instituted by any federal banking agency, except in full compliance with 12 CFR Part 359, (ii) any assessment, order of restitution, penalty or similar liability imposed under authority of the Banking Code, or (iii) any liability for violation of Section 10A-2A-8.32 of the Corporation Law.
In advance of final disposition, the Bank may, but is not required to, pay for or reimburse the reasonable expenses incurred by a person who may become eligible for indemnification under this Article V, Section 11, provided the conditions set forth in Section 10A-2A-8.53 of the Corporation Law (and, if applicable, 12 CFR § 359.5) shall have been satisfied.
The Bank may purchase and maintain insurance on behalf of said Directors or officers against liability asserted against or incurred by a Director or officer acting in such capacity as described in these By-Laws. Such insurance coverage shall not be used to pay or reimburse a person for the cost of (i) any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency or (ii) any assessment or penalty imposed under authority of the Banking Code. Such insurance coverage may be used to pay any legal or professional expenses incurred in connection with such proceeding or action or the amount of any restitution to the Bank. Any insurance coverage of legal or professional expenses will be coordinated with the Bank’s determination whether to advance expenses in advance of final disposition, taking into account the terms and conditions of the coverage and the requirements of Section 10A-2A-8.53 of the Corporation Law.
Section 12. Execution of Instruments and Documents.
The Chief Executive Officer; the President; any Senior Executive Vice President, Executive Vice President, Senior Vice President or Vice President; or any officer holding the title of Executive Managing Director, Managing Director or Director is authorized, in his or her discretion, to do and perform any and all corporate and official acts in carrying on the business of the Bank, including, but not limited to, the authority to make, execute, acknowledge, accept and deliver any and all deeds, mortgages, releases, bills of sale, assignments, transfers, leases (as lessor or lessee), powers of attorney or of substitution, servicing or sub-servicing agreements, vendor agreements, contracts, proxies to vote stock or any other instrument in writing that may be necessary in the purchase, sale, lease, assignment, transfer, discount, management or handling in any way of any property of any description held, controlled or used by Bank or to be held, controlled or used by Bank, either in its own or in its fiduciary capacity and including the authority from time to time to open bank accounts with the Bank or any other institution; to borrow money in such amounts for such lengths of time, at such rates of interest and upon such terms and conditions as any said officer may deem proper and to evidence the indebtedness thereby created by executing and delivering in the name of the Bank promissory notes or other appropriate evidences of indebtedness; and to guarantee the obligations of any subsidiary or affiliate of the Bank. The enumeration herein of particular powers shall not restrict in any way the general powers and authority of said officers.
By way of example and not limitation, such officers of the Bank are authorized to execute, accept, deliver and issue, on behalf of the Bank and as binding obligations of the Bank, such agreements and instruments as may be within the officer’s area of responsibility, including, as applicable, agreements and related documents (such as schedules, confirmations, transfers, assignments, acknowledgments and other documents) relating to derivative transactions, loan or letter of credit transactions, syndications, participations, trades, purchase and sale or discount transactions, transfers and assignments, servicing and sub-servicing agreements, vendor agreements, contracts, securitizations and transactions of whatever kind or description arising in the conduct of the Bank’s business.
The authority to execute and deliver documents, instruments and agreements may be limited by resolution of the Board of Directors or a committee of the Board of Directors, by the Chief Executive Officer or by the President, by reference to subject matter, category, amount, geographical location or any other criteria and may be made subject to such policies, procedures and levels of approval as may be adopted or amended from time to time.
Section 13. Voting Bank’s Securities.
Unless otherwise ordered by the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President or Executive Managing Director or above, the Controller, the Bank’s General Counsel and any other officer as may be designated by the Board of Directors shall have full power and authority on behalf of the Bank (i) to attend and to act and vote or (ii) to execute a proxy or proxies empowering others to attend and to act and vote, at any meetings of security holders of any of the corporations, partnerships, limited liability companies or other entities in which the Bank may hold securities and, at such meetings, such officer shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the owner thereof, the Bank might have possessed and exercised, if present.
Section 14. Bonds of Officers and Employees.
The Board of Directors shall, pursuant to the Banking Code, designate the officers and employees who shall be required to give bond and fix the amounts thereof.
Section 15. Satisfaction of Loans.
On payment of sums lent, for which security shall have been taken either by way of mortgage or other lien on real or personal property or by the pledge of collateral, whether said loans have been made from funds of the Bank or from funds held in fiduciary capacity, any officer of the Bank shall have the power and authority to sign or execute any and all collateral release documents that may be necessary or desirable for the purpose of releasing property or property rights held by the Bank as collateral for obligations to the Bank that are paid in full or otherwise satisfied or settled and enter the fact of payment or satisfaction on the margin of the record of any such security or in any other legal manner to cancel such indebtedness and to release said security, and the Chief Executive Officer, the President or any Vice President or Director of the Bank shall have power and authority to execute a power of attorney authorizing the cancellation, release or satisfaction of any mortgage or other security given to the Bank in its corporate or fiduciary capacity, by such person as he or she may in his or her discretion appoint.
ARTICLE VI. AMENDMENTS
Except as otherwise provided herein or in the Certificate of Incorporation of the Bank, these By-Laws may be amended or repealed by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors, and the stockholders may make, alter or repeal any By-Laws, whether or not adopted by them.
ARTICLE VII. EMERGENCY BY-LAWS
Section 1. Emergency By-Laws.
This Article VII shall be operative if a quorum of the Bank’s Directors cannot readily be assembled because of some catastrophic event (an “emergency”), notwithstanding any different or conflicting provisions in these By-Laws, the Certificate of Incorporation or the Code of Alabama. To the extent not inconsistent with the provisions of this Article VII, the By-Laws provided in the other Articles of these By-Laws and the provisions of the Certificate of Incorporation shall remain in effect during such emergency, and upon termination of such emergency, the provisions of this Article VII shall cease to be operative.
Section 2. Meetings.
During any emergency, a meeting of the Board of Directors, or any committee thereof, may be called by any member of the Board of Directors, the President, a Senior Executive Vice President, the Secretary or an Assistant Secretary. Notice of the time and place of the meeting shall be given by any available means of communication by the individual calling the meeting to such of the Directors and/or Designated Officers, as defined in Section 3 of this Article VII, as it may be feasible to reach. Such notice shall be given at such time in advance of the meeting as, in the judgment of the individual calling the meeting, circumstances permit. As a result of such emergency, the Board of Directors may determine that a meeting of stockholders not be held at any place, but instead be held solely by means of remote communication in accordance with the Corporation Law.
Section 3. Quorum.
At any meeting of the Board, or any committee thereof, called in accordance with Section 2 of this Article VII, the presence or participation of two Directors or one Director and a Designated Officer shall constitute a quorum for the transaction of business. In the event that no Directors are able to attend the meeting of the Board of Directors, then the Designated Officers in attendance shall serve as directors for the meeting, without any additional quorum requirement and will have full powers to act as directors of the Bank.
The Board of Directors or the committees thereof, as the case may be, shall, from time to time but in any event prior to such time or times as an emergency may have occurred, designate the officers of the Bank in a numbered list (the “Designated Officers”) who shall be deemed, in the order in which they appear on such list, directors of the Bank for purposes of obtaining a quorum during an emergency, if a quorum of Directors cannot otherwise be obtained.
Section 4. By-Laws.
At any meeting called in accordance with Section 2 of this Article VII, the Board of Directors or a committee thereof, as the case may be, may modify, amend or add to the provisions of this Article VII so as to make any provision that may be practical or necessary for the circumstances of the emergency.
Section 5. Liability.
No officer, Director or employee of the Bank acting in accordance with the provisions of this Article VII shall be liable except for willful misconduct.
Section 6. Repeal or Change.
The provisions of this Article VII shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of Section 5 of this Article VII with regard to action taken prior to the time of such repeal or change.
Section 7. Continued Operations.
In the event of an emergency declared by the President of the United States or the person performing his or her functions, the officers and employees of the Bank will continue to conduct the affairs of the Bank under such guidance from the Directors as may be available except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with any governmental directives or directives of the Federal Deposit Insurance Corporation during the emergency.
EXHIBIT 6
CONSENT
In accordance with Section 321 (b) of the Trust Indenture Act of 1939, Regions Bank hereby consents that reports of examination of Regions Bank by Federal, State, Territorial or District regulatory authorities may be furnished by such regulatory authorities to the Securities and Exchange Commission upon request therefor.
Dated: April 6, 2021
REGIONS BANK | |
/s/ Kristine Prall | |
Kristine Prall | |
Vice President |
EXHIBIT 7
Consolidated Report of Condition for Insured Banks
and Savings Associations
REGIONS BANK
As of the close of business on December 31, 2020:
ASSETS | Thousands of Dollars | |||
Cash and balances due from depository institutions: | 18,037,000 | |||
Securities: | 28,536,000 | |||
Federal funds sold and securities purchased under agreement to resell: | 0 | |||
Loans and leases held for sale: | 1,898,000 | |||
Loans and leases net of unearned income and allowance: | 83,099,000 | |||
Trading Assets: | 854,000 | |||
Premises and fixed assets: | 2,373,000 | |||
Other real estate owned: | 31,000 | |||
Investments in unconsolidated subsidiaries and associated companies: | 97,000 | |||
Direct and indirect investments in real estate ventures: | 0 | |||
Intangible assets: | 5,117,000 | |||
Other assets: | 6,434,000 | |||
Total Assets: | 146,476,000 |
LIABILITIES | Thousands of Dollars | |||
Deposits | 124,229,000 | |||
Federal funds purchased and securities sold under agreements to repurchase | 0 | |||
Trading liabilities: | 23,000 | |||
Other borrowed money: | 356,000 | |||
Subordinated notes and debentures: | 496,000 | |||
Other Liabilities: | 3,018,000 | |||
Total Liabilities | 128,122,000 |
EQUITY CAPITAL | Thousands of Dollars | |||
Common Stock | 0 | |||
Surplus | 16,399,000 | |||
Retained Earnings | 640,000 | |||
Accumulated other comprehensive income | 1,315,000 | |||
Total Equity Capital | 18,354,000 | |||
Total Liabilities and Equity Capital | 146,476,000 |
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