Stewart Enterprises Announces Required Consents Received in Its Consent
Solicitation From Holders of Its 6.50% Senior Notes Due 2019
JEFFERSON, La., June 12, 2013 (GLOBE NEWSWIRE) -- Stewart Enterprises, Inc.
(Nasdaq:STEI) announced today that its previously announced consent
solicitation with respect to its 6.50% Senior Notes due 2019 (CUSIP No.
860370AM7 / ISIN No. US860370AM78) (the "Notes") has been successful and that
it has obtained the required consents contingent upon consummation of the
transaction to (a) waive the requirement under the Indenture (defined below)
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.
A supplemental indenture, dated June 12, 2013, (the "Supplemental Indenture")
to the indenture governing the Notes, dated as of April18, 2011 (the
"Indenture"), by and among Stewart, certain of its subsidiaries as guarantors
and U.S. Bank National Association, as trustee (the "Trustee") giving effect
to the Proposed Waiver and Amendment has been entered into.
In consideration for the consents to the Proposed Waiver and Amendment,
Stewart will pay to the paying agent, on behalf of holders of Notes who
delivered valid and unrevoked consents to the Proposed Waiver and Amendment on
or prior to 5:00 p.m., New York City time, on June 12, 2013 (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 (the "Initial
Payment") and the remaining 50% of which will be payable, if at all, promptly
after the consummation of the Acquisition (the "Final Payment"). The Consent
Solicitation will expire at the Expiration Date.
Upon the consummation of the Acquisition, SCI will, promptly following the
closing of the Acquisition, issue a full and unconditional guarantee of the
Notes (the "Guarantee") as further consideration for consents to the Proposed
Waiver and Amendment.
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.
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
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