Stewart Enterprises Announces Commencement of Consent Solicitation From
Holders of Its 6.50% Senior Notes Due 2019
JEFFERSON, La., June 6, 2013 (GLOBE NEWSWIRE) -- Stewart Enterprises, Inc.
(Nasdaq:STEI) announced today that it has commenced a consent solicitation
with respect to its 6.50% Senior Notes due 2019 (CUSIP No. 860370AM7 / ISIN
No. US860370AM78) (the "Notes"). Stewart is soliciting consents (the "Consent
Solicitation") from holders of record as of 5:00 p.m., New York City time, on
June 5, 2013 ("Holders") to (a) waive the requirement under the Indenture
(defined below) for Stewart to make a change of control offer to repurchase
the Notes in connection with the previously announced proposed acquisition
(the "Acquisition") of Stewart by Service Corporation International ("SCI")
(NYSE:SCI) (the "Proposed Waiver"); and (b) amend Stewart's reporting
obligations (the "Proposed Amendment" and together with the Proposed Waiver,
the "Proposed Waiver and Amendment") under the Indenture. The Proposed Waiver
and Amendment will be effected by a supplemental indenture (the "Supplemental
Indenture") to the indenture governing the Notes, dated as of April 18, 2011
(the "Indenture"), by and among Stewart, certain of its subsidiaries as
guarantors and U.S. Bank National Association, as trustee (the "Trustee").
In the event that certain conditions are satisfied, including the receipt of
the requisite consents to the Proposed Waiver and Amendment on or prior to the
Expiration Date (as defined below), SCI will, promptly following the closing
of the Acquisition, issue a full and unconditional guarantee of the Notes (the
"Guarantee") as consideration for consents to the Proposed Waiver and
The effect of the Proposed Waiver will be to waive Stewart's obligation under
the Notes to make a change of control offer to repurchase the Notes at 101% of
the principal amount thereof, plus accrued and unpaid interest, upon
consummation of the Acquisition.
The effect of the Proposed Amendment will be that if the Acquisition is
consummated and SCI fully and unconditionally guarantees the Notes, Stewart's
obligations to deliver quarterly and annual financial information and other
reports to the Trustee will be satisfied by delivery to the Trustee of SCI's
filings with the Securities and Exchange Commission (the "SEC").
The Consent Solicitation will expire at 5:00 p.m., New York City time, on June
12, 2013 (as such date and time may be extended from time to time by Stewart,
the "Expiration Date"). Stewart may also terminate the Consent Solicitation.
Except for the Proposed Waiver and Amendment, all of the existing terms of the
Notes and the Indenture will remain unchanged. The effectiveness of the
Proposed Waiver and Amendment is not a condition to the completion of the
Acquisition, but is, however, a condition to the issuance of the Guarantees.
Stewart expects that, promptly after receipt of the requisite consents under
the Consent Solicitation, Stewart and the Trustee will execute the
Supplemental Indenture, giving effect to the Proposed Waiver and Amendment.
Holders will not be able to revoke their consents after the execution of the
Supplemental Indenture (such time, the "Consent Time"). Holders should note
that the Consent Time may be prior to the Expiration Date and Holders will not
be given prior notice of such Consent Time.
This press release does not set forth all of the terms and conditions of the
Consent Solicitation. Holders of the Notes should carefully read Stewart's
Consent Solicitation Statement, dated June 6, 2013, and the accompanying
materials (together "Stewart's Consent Solicitation Statement"), for a
complete description of all terms and conditions before making any decision
with respect to the Consent Solicitation. Stewart does not make any
recommendation as to whether or not any Holder should consent to the Proposed
Waiver and Amendment. Additional information concerning the terms and
conditions of the Consent Solicitation, and the procedure for delivering
consents, may be obtained from the solicitation agent, J.P. Morgan Securities
LLC at (800) 245-8812 (toll free) or (212) 270-1200 (collect). Copies of the
Consent Solicitation Statement and related documents may be obtained from the
information agent, i-Deal, LLC, by calling (888) 593-9546 (toll free) or (212)
849-3880 for banks and brokers or by email at firstname.lastname@example.org.
This announcement is for informational purposes only and is neither an offer
to sell nor a solicitation of an offer to buy any Notes or any other
securities. This announcement is also not a solicitation of consents with
respect to the Proposed Waiver and Amendment or any securities, which
solicitation is made solely by means of Stewart's Consent Solicitation
Statement. The solicitation of consents is not being made in any jurisdiction
in which, or to or from any person to or from whom, it is unlawful to make
such solicitation under applicable state or foreign securities or "blue sky"
This press release does not constitute an offer to sell nor the solicitation
of an offer to buy SCI's Guarantees. The Guarantees will be offered by SCI
only by means of SCI's prospectus, including the prospectus supplement
relating to the Guarantees, meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. The Guarantees are not being offered nor
are solicitations for offers being made in any state in which such offer or
solicitation would be unlawful prior to registration or qualification under
the securities laws of any state.
About Stewart Enterprises, Inc.
Founded in 1910, Stewart Enterprises, Inc. is the second largest provider of
products and services in the death care industry in the United States. Stewart
currently owns and operates 217 funeral homes and 141 cemeteries in the United
States and Puerto Rico.
This press release includes forward-looking statements that are generally
identifiable through the use of words such as "believe," "expect," "intend,"
"plan," "estimate," "anticipate," "project," "will" and similar expressions.
These forward-looking statements rely on assumptions, estimates and
predictions that could be inaccurate and that are subject to risks and
uncertainties that could cause actual results to differ materially from
Stewart's goals or forecasts. These risks and uncertainties include, but are
not limited to: the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; the outcome
of any legal proceedings that may be instituted against Stewart related to the
merger agreement; the inability to complete the transaction due to the failure
to obtain shareholder approval or the failure to satisfy other conditions to
completion of the transaction, including the receipt of all regulatory
approvals related to the transaction; the failure of SCI to obtain the
necessary financing arrangements set forth in the commitment letter delivered
pursuant to the merger agreement; the disruption of management's attention
from Stewart's ongoing business operations due to the transaction; the effect
of the announcement of the transaction on Stewart's relationships with its
customers, operating results and business generally; the effects of local and
national economic, credit and capital market conditions; and other risk
factors described in Stewart's Annual Report on Form 10-K for the year ended
October 31, 2012 filed with the Securities and Exchange Commission. Stewart
disclaims any obligation or intent to update or revise any forward-looking
statements in order to reflect events or circumstances after the date of this
CONTACT: INVESTOR CONTACT:
Martin de Laureal
Stewart Enterprises, Inc.
1333 S. Clearview Parkway
Jefferson, LA 70121
Stewart Enterprises, Inc.
1333 S. Clearview Parkway
Jefferson, LA 70121
Stewart Enterprises, Inc. Logo
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