Stewart Enterprises Announces Amendment to Its Consent Solicitation From
Holders of Its 6.50% Senior Notes Due 2019
JEFFERSON, La., June 10, 2013 (GLOBE NEWSWIRE) -- Stewart Enterprises, Inc.
(Nasdaq:STEI) announced today that it is amending the terms of its previously
announced 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").
The amendment to the terms of the Consent Solicitation provides that if the
requisite consents are received on or prior to the Expiration Date (as defined
below), and the other conditions to the payment of the consent fee described
in Stewart's Consent Solicitation Statement (as defined below) are satisfied,
then Stewart will pay to the paying agent, on behalf of Holders who deliver
valid and unrevoked consents to the Proposed Waiver and Amendment on or prior
to the Expiration Date, an aggregate cash payment equal to $2.50 per $1,000
principal amount of Notes for which such consents are validly delivered and
unrevoked, 50% of which will be payable promptly after the Expiration Date and
the remaining 50% of which will be payable, if at all, promptly after the
consummation of the Acquisition.
The amendment to the terms of the Consent Solicitation is set forth in
Supplement No. 1, dated June 10, 2013 ("Supplement No. 1") to the Consent
Solicitation Statement.Except as described in this release and Supplement No.
1, all terms and conditions of the Consent Solicitation are unchanged.
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").
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, as amended by Supplement
No. 1 dated June 10, 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"
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 Form10-K for the year ended
October31, 2012 and Quarterly Report on Form 10-Q for the quarter ended April
30, 2013 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 release.
CONTACT: Lewis J. Derbes, Jr.
Stewart Enterprises, Inc.
1333 S. Clearview Parkway
Jefferson, LA 70121
Stewart Enterprises, Inc. Logo
Press spacebar to pause and continue. Press esc to stop.