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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.