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 Amendment.
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").
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