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Carriage Services, Inc. Announces Closing Of Private Offering Of $143,750,000 Of Convertible Subordinated Notes

HOUSTON, March 19, 2014 /PRNewswire/ -- Carriage Services, Inc. (NYSE: CSV) (the "Company") announced today the closing of its previously announced private offering of $125,000,000 aggregate principal amount of convertible subordinated notes due 2021 (the "Convertible Notes").  The Convertible Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). In addition, the Company announced that the initial purchasers exercised their option in full to purchase an additional $18,750,000 in principal amount of the Convertible Notes, which also closed today. 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 at a rate of 2.75% per year.  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 (the "common stock") or a combination of cash and shares of the Company's common stock, at the Company's election. The Convertible Notes will have an initial conversion rate of 44.3169 shares of the common stock per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $22.56 per share of the common stock). The Convertible Notes will mature in 2021, unless earlier repurchased or converted in accordance with their terms prior to such date.  The Company expects to close the offering on or about March 19, 2014, subject to the satisfaction of customary closing conditions.

The Company expects to use the net proceeds from this offering, estimated at $139.0 million including the net proceeds resulting from the full exercise of the initial purchasers' option to purchase additional Convertible Notes, 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.

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