UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2013
STEWART ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| LOUISIANA | 1-15449 | 72-0693290 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
1333 South Clearview Parkway
Jefferson, Louisiana 70121
(Address of principal executive offices) (Zip Code)
(504) 729-1400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on June 6, 2013, Stewart Enterprises, Inc. (the “Company”) commenced a consent solicitation to amend the indenture dated April 18, 2011 (the “Indenture”) governing its 6.50% Senior Notes due 2019 (the “Senior Notes”) on the terms and subject to the conditions set forth in the Company’s Consent Solicitation Statement, which it amended on June 10, 2013. On June 12, 2013, the Company announced that, as of 5:00 p.m., New York City time, on June 12, 2013, it had received the requisite consents to amend the Indenture and accordingly entered into a supplemental indenture, dated June 12, 2013 (the “Supplemental Indenture”), to the Indenture with U.S. Bank National Association, as trustee for the Senior Notes.
The Supplemental Indenture, among other things, waives the requirement under the Indenture to make a change of control offer to repurchase the Senior Notes in connection with the previously announced proposed acquisition of the Company by Service Corporation International and amends the Company’s reporting obligations under the Indenture.
A copy of the Supplemental Indenture is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The description of the Supplemental Indenture contained herein is qualified in its entirety by the full text of such exhibit.
Item 3.03 Material Modification to Rights of Security Holders.
See Item 1.01 hereto, which is incorporated herein by reference, with respect to the execution of the Supplemental Indenture on June 12, 2013.
Item 8.01 Other Events.
On June 12, 2013, the Company issued a press release announcing that, as of 5:00 p.m., New York City time, on June 12, 2013, it had received the requisite consents to amend the Indenture governing its 6.50% Senior Notes due 2019 and entered into a Supplemental Indenture dated June 12, 2013, as discussed in Item 1.01 hereto. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 4.1 | Supplemental Indenture dated as of June 12, 2013 to the Indenture dated as of April 18, 2011 by and among Stewart Enterprises, Inc., the subsidiary guarantors and U.S. Bank National Association, as trustee | |
| 99.1 | Press release by Stewart Enterprises, Inc., dated June 12, 2013, announcing receipt of requisite consents with respect to its consent solicitation for its 6.50% Senior Notes due 2019 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STEWART ENTERPRISES, INC. | ||
| June 13, 2013 | /s/ Angela M. Lacour | |
| Angela M. Lacour | ||
| Senior Vice President of Finance | ||
| and Chief Accounting Officer | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 4.1 | Supplemental Indenture dated as of June 12, 2013 to the Indenture dated as of April 18, 2011 by and among Stewart Enterprises, Inc., the subsidiary guarantors and U.S. Bank National Association, as trustee | |
| 99.1 | Press release by Stewart Enterprises, Inc., dated June 12, 2013, announcing receipt of requisite consents with respect to its consent solicitation for its 6.50% Senior Notes due 2019 | |
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 12, 2013 among Stewart Enterprises, Inc., a Louisiana corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 18, 2011, providing for the issuance of 6.50% Senior Notes due 2019 (the “Notes”);
WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes or waive compliance with the terms thereof, in each case with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding;
WHEREAS, Service Corporation International, a Texas corporation (“Parent”), and Rio Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with the Company, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent;
WHEREAS, the purpose of this Supplemental Indenture is to (1) waive certain provisions of the Indenture that would require a Change of Control Offer upon the consummation of the Merger, (2) amend certain reporting obligations of the Company under Section 4.03 of the Indenture and (3) amend or add relevant definitions in the Indenture related to the foregoing, in each case as described in the Consent Solicitation Statement distributed to Holders on June 6, 2013 as amended by Amendment No. 1 to the Consent Solicitation Statement distributed to Holders on June 10, 2013 (collectively, the “Consent Solicitation Statement”); and
WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Conditions Precedent; Effectiveness.
(a) Each of the Company and the Guarantors represents and warrants that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Section 9.02 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Holders of at least a majority in principal amount of the outstanding Notes voting as a single class have consented to the waiver and amendment set forth in the Consent Solicitation Statement with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this Supplemental Indenture. The Company, the Guarantors and the Trustee are on this date executing this Supplemental Indenture which will become effective on the date hereof.
(b) Notwithstanding paragraph (a) above, the waiver set forth in Section 3 shall, subject to paragraph (d) below, become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be waived as provided for in Section 3, upon the making of the Initial Payment on the Initial Payment Date (each as defined in the Consent Solicitation Statement).
(c) Notwithstanding paragraph (a) above, the amendment set forth in Section 4 shall, subject to paragraph (d) below, become operative in respect of the Notes and the terms of the Indenture, and each Global Note shall be amended as provided for in Section 4 below, immediately following the consummation of the Merger.
(d) The Company will give the Trustee prompt written notice of the occurrence of the closing of the Merger, or the termination of the Merger Agreement prior to the closing of the Merger. If the Trustee receives written notice from the Company of the termination of the Merger Agreement prior to the closing of the Merger, this Supplemental Indenture shall terminate immediately without the waiver or amendment contained in Sections 3 and 4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.
3. Waiver.
Pursuant to Section 9.02 of the Indenture and subject to Section 2 hereof, all Holders and every subsequent Holder of the Notes shall be bound by the following waiver with respect to the Indenture and the Notes:
The Holders expressly waive the right to a Change of Control Offer pursuant to Section 4.08 of the Indenture (Offer to Repurchase upon a Change of Control) in connection with the Merger, such that the Holders will not be able to require the Company to repurchase their Notes as a result of the Change of Control resulting from the Merger; provided that such waiver shall be void and invalid if Parent fails to fully and unconditionally guarantee the Notes promptly following the consummation of the Merger.
4. Amendment.
(a) The following definitions are hereby added to Section 1.01 of the Indenture in their relevant alphabetical location:
“Merger” means the merger of Merger Sub with and into the Company, with the Company as the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement.
“Merger Agreement” means that Agreement and Plan of Merger, dated as of May 28, 2013, among the Company, Parent, and Merger Sub, as amended, modified, supplemented or restated from time to time.
“Merger Sub” means Rio Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent.
“Parent” means Service Corporation International, a Texas corporation.
(b) Section 4.03 of the Indenture is hereby amended by adding the following immediately after the final paragraph thereof:
Notwithstanding the foregoing, following the consummation of the Merger and for so long as the Notes are fully and unconditionally guaranteed by the Parent, all of the Company’s obligations under this Section 4.03 shall be deemed satisfied by the Parent’s delivery to the Trustee of information of the type set forth in paragraphs (i) and (ii) above with respect to the Parent and its consolidated subsidiaries.
5. Conforming Changes. In accordance with Section 9.02 of the Indenture, the Holders of the Notes by delivery of their consents, permit and approve any and all conforming changes, including conforming amendments and/or waivers, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Supplemental Indenture.
6. Global Notes. Each Global Note, with effect on and from the date hereof, subject to becoming operative pursuant to Section 2 hereof, shall be deemed waived, supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture and giving effect to the waiver and amendment set forth in Sections 3 and 4 hereof.
7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
10. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guarantors and the Company.
11. Ratification and Effect.
Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.
Upon and after the execution of this Supplemental Indenture, each reference in the Indenture shall mean and be a reference to the Indenture as modified hereby.
12. Conflicts and Invalidity.
To the extent of any inconsistency between the terms of the Indenture or the Global Notes and this Supplemental Indenture, the terms of this Supplemental Indenture will control.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby.
13. Entire Agreement. This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the waiver and amendment to the Indenture set forth herein.
14. Successors. All covenants and agreements in this Supplemental Indenture given by the parties hereto shall bind their successors.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| STEWART ENTERPRISES, INC. | ||
| By: | /s/ Lewis J. Derbes, Jr. | |
| Name: Lewis J. Derbes, Jr. | ||
| Title: Senior Vice President, Chief Financial Officer and Treasurer | ||
GUARANTORS:
FOREST HILLS CEMETERY, LLC
GRIFFIN-LEGGETT INSURANCE AGENCY, LLC
S. E. FUNERAL HOMES OF ARKANSAS, LLC
S.E. FUNERAL HOMES OF CALIFORNIA, INC.
S.E. COMBINED SERVICES OF CALIFORNIA, INC.
SIMPLICITY PLAN OF CALIFORNIA, INC.
STEWART PRE-NEED SERVICES, INC.
CREMATION SOCIETY NORTHWEST, INC.
E.R. BUTTERWORTH & SONS
CHEATHAM HILL MEMORIAL PARK, INC.
THE SIMPLICITY PLAN, INC.
S.E. CEMETERIES OF ALABAMA, LLC
S.E. COMBINED SERVICES OF ALABAMA, LLC
S.E. FUNERAL HOMES OF ALABAMA, LLC
ROSE HAVEN FUNERAL HOME AND CEMETERY, INC.
S.E. FUNERAL HOMES OF ILLINOIS, INC.
D.W. NEWCOMER’S SONS, INC.
DWN PROPERTIES, INC.
THE LINCOLN MEMORIAL PARK CEMETERY ASSOCIATION
S.E. FUNERAL HOMES OF TENNESSEE, INC.
PASADENA FUNERAL HOME, INC.
S.E. FUNERAL HOMES OF TEXAS, INC.
S.E. CEMETERIES OF TEXAS, INC.
S.E. CEMETERIES OF WISCONSIN, INC.
FUNERAL SECURITY PLANS, INC.
HAISTEN FUNERAL HOME OF HENRY COUNTY, INC.
BOUNDS FUNERAL HOME, INC.
CEDAR HILL CEMETERY COMPANY, INC.
CREST LAWN MEMORIAL GARDENS, INC.
FORT LINCOLN CEMETERY, INC.
FORT LINCOLN FUNERAL HOME, INC.
HILLCREST MEMORIAL CEMETERY, INC.
HINES-RINALDI FUNERAL HOME, INC.
JOHN M. TAYLOR FUNERAL HOME, INC.
LOUDON PARK CEMETERY COMPANY
LOUDON PARK FUNERAL HOME, INC.
NATIONAL HARMONY MEMORIAL PARK, INC.
PARKLAWN, INC.
SIMPLE TRIBUTE OF MARYLAND, INC.
THE PARKWOOD CEMETERY COMPANY
WILLIAM W. CHAMBERS, INC.
CATAWBA MEMORIAL PARK, INC.
GARRETT — HILLCREST, INC.
McLAURIN’S FUNERAL HOME, INC.
S.E. CEMETERIES OF NORTH CAROLINA, INC.
S.E. FUNERAL HOMES OF NORTH CAROLINA, INC.
GEORGE WASHINGTON MEMORIAL PARK, INC.
KIRK & NICE SUBURBAN CHAPEL, INC.
KIRK & NICE, INC.
S.E. ACQUISITION OF PENNSYLVANIA, INC.
SUNSET MEMORIAL PARK COMPANY
DUNBAR FUNERAL HOME
S.E. CEMETERIES OF SOUTH CAROLINA, INC.
S.E. COMBINED SERVICES OF SOUTH CAROLINA, INC.
S.E. FUNERAL HOMES OF SOUTH CAROLINA, INC.
MONTE VISTA BURIAL PARK, INC.
S.E. COMBINED SERVICES OF TENNESSEE, INC.
CLINCH VALLEY MEMORIAL CEMETERY, INC.
EVERLY PFP, INC.
BARTLETT-BURDETTE-COX FUNERAL HOME, INC.
CASDORPH & CURRY FUNERAL HOME, INC.
EASTERN CEMETERY ASSOCIATES, INC.
KLINGEL-CARPENTER MORTUARY, INC.
LOI CHARLESTON, INC.
NATIONAL EXCHANGE TRUST, LTD
NATIONAL FUNERAL SERVICES, INCORPORATED
S.E. ACQUISITION OF MALDEN, WEST VIRGINIA, INC.
S.E. CEMETERIES OF WEST VIRGINIA, INC.
S.E. FUNERAL HOMES OF WEST VIRGINIA, INC.
WILSON FUNERAL HOME, INC.
DRUID RIDGE CEMETERY COMPANY
PARKWOOD MANAGEMENT COMPANY
CHAPEL OF THE ROSES, INC.
CHAPEL OF THE VALLEY FUNERAL HOME, INC.
J.P. FINLEY AND SON MORTUARY, INC.
SUNSET HILLS MEMORIAL PARK
ABBY PLAN OF TEXAS, INC.
EMERALD HILLS FUNERAL CORPORATION
GUARDIAN CREMATION SOCIETY, INC.
SIMPLICITY PLAN OF TEXAS, INC.
S.E. COMBINED SERVICES OF TEXAS, INC.
S.E. FUNERAL HOME OF COPPELL, TEXAS, INC.
GRIFFIN-LEGGETT, LLC
S.E. ACQUISITION OF CALIFORNIA, INC.
CEMETERY MANAGEMENT, INC.
EASTLAWN CORPORATION
HOLLY HILL MEMORIAL PARK, INC.
BALLYHOO INNOVATIONS, INC.
STEWART ENTERPRISES (EUROPE), INC.
S.E. MID-ATLANTIC, INC.
LAKEWOOD MEMORIAL PARK, INC.
MONTLAWN MEMORIAL PARK, INC.
S.E. ACQUISITION OF OREGON, INC.
THE NASHVILLE HISTORIC CEMETERY ASSOCIATION, INC.
LAKE LAWN METAIRIE FUNERAL HOME
S.E. FUNERAL HOMES OF FLORIDA, LLC
S.E. CEMETERIES OF FLORIDA, LLC
S.E. COMBINED SERVICES OF FLORIDA, LLC
EMPRESAS STEWART-FUNERARIAS, INC.
ENDURING MEMORIES, INC.
NAILKNOT, LLC
S.E. CEMETERIES OF VIRGINIA, LLC
S.E. FUNERAL HOMES OF VIRGINIA, LLC
STEWART RESOURCE CENTER, LLC
ACME MAUSOLEUM, LLC
S.E. CEMETERIES OF LOUISIANA, LLC
S.E. FUNERAL HOMES OF LOUISIANA, LLC
STEWART SERVICES, LLC
SYMPATHYSHOP.COM, L.L.C.
S.E. SOUTH-CENTRAL, LLC
KANAWHA PLAZA PARTNERSHIP
| By: | /s/Lewis J. Derbes, Jr. | |||
| Name: | Lewis J. Derbes, Jr. | |||
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |||
U.S. Bank National Association as Trustee
| By: | /s/Raymond S. Haverstock | |||
| Name: | Raymond S. Haverstock | |||
| Title: | Vice President | |||
Exhibit 99.1
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 . . . Stewart Enterprises, Inc. (Nasdaq GS: 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 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”) 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.
Cautionary Statements
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 Form 10-K for the year ended October 31, 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
504-729-1400