Carriage Services, Inc. Announces Proposed Private Offering of $120 Million of Convertible Subordinated Notes

Carriage Services, Inc. Announces Proposed Private Offering of $120 Million of
                        Convertible Subordinated Notes

PR Newswire

HOUSTON, March 12, 2014

HOUSTON, March 12, 2014 /PRNewswire/ -- Carriage Services, Inc. (NYSE: CSV)
(the "Company") announced today that it intends to offer, subject to market
conditions, $120,000,000 aggregate principal amount of convertible
subordinated notes due 2021 (the "Convertible Notes") in a private offering to
qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). The Company expects to grant a
30-day option to the initial purchasers of the Convertible Notes for up to an
additional $18,000,000 aggregate principal amount of the Convertible Notes.
The Convertible Notes will be unsecured obligations of the Company and will be
subordinated in right of payment to all of the Company's existing and future
senior indebtedness. The Convertible Notes will accrue interest payable
semiannually in arrears. Prior to December 15, 2020, the Convertible Notes
will be convertible at the option of the holder only upon the occurrence of
certain events and during certain periods. Upon conversion, the aggregate
principal amount of the Convertible Notes so converted will be paid in cash
and any conversion obligation in excess of the aggregate principal amount will
be satisfied by the payment or delivery, as the case may be, of cash, shares
of the Company's common stock or a combination of cash and shares of the
Company's common stock, at the Company's election. The Convertible Notes will
mature in 2021, unless earlier repurchased or converted in accordance with
their terms prior to such date. The interest rate, conversion rate, offering
price and other terms are to be determined by negotiations between the Company
and the initial purchasers.

The Company expects to use the net proceeds from this offering to redeem or
repurchase its convertible junior subordinated debentures (or the
corresponding trust preferred securities) or any shares of common stock issued
upon conversion of such debentures and to repay amounts outstanding under its
credit facility.

This press release is neither an offer to sell nor a solicitation of an offer
to buy the Convertible Notes or the shares of common stock issuable upon
conversion of the Convertible Notes, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.

The Convertible Notes and the common stock issuable upon conversion of the
Convertible Notes have not been registered and will not be registered under
the Securities Act, or the securities laws of any other jurisdiction, and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Any offer of the
Convertible Notes will be made only by means of a confidential offering
memorandum.

Certain statements made herein or elsewhere by, or on behalf of, the Company
that are not historical facts are intended to be forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These
statements are based on assumptions that the Company believes are reasonable;
however, many important factors, as discussed under "Forward-Looking
Statements and Cautionary Statements" in the Company's Annual Report on Form
10-K for the year ended December 31, 2013, could cause the Company's results
in the future to differ materially from the forward-looking statements made
herein and in any other documents or oral presentations made by, or on behalf
of, the Company. The Company assumes no obligation to update or publicly
release any revisions to forward-looking statements made herein or any other
forward-looking statements made by, or on behalf of, the Company.

Carriage Services is a leading provider of deathcare services and merchandise
in the United States. Carriage operates 161 funeral homes in 26 states and 31
cemeteries in 10 states.

SOURCE Carriage Services, Inc.

Website: http://www.carriageservices.com
Contact: Investor Relations, Bill Heiligbrodt, 713-332-8553
 
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