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Published on 6/12/2013 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Stewart gets enough consents to alter indenture for 6½% notes due 2019

By Toni Weeks

San Luis Obispo, Calif., June 12 - Stewart Enterprises, Inc. said it received enough consents to modify the indenture for its 6½% senior notes due 2019, according to a press release. The consent solicitation expired at 5 p.m. ET on June 12.

In consideration for the consents, Stewart is paying $2.50 per $1,000 principal amount of notes for which consents were validly delivered, 50% of which is payable promptly after the expiration date, and 50% of which will be payable promptly after the consummation of the proposed acquisition of Stewart by Service Corp. International.

The consent solicitation was announced on June 6, and the $2.50 consent fee was added to the offer on June 10.

As previously reported, the company was soliciting consents to waive the requirement for a change-of-control offer to repurchase the notes at 101 plus accrued interest in connection with the proposed acquisition.

Stewart was also seeking to amend the company's reporting obligations so that if the acquisition is completed, 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 Service Corp.'s filing with the Securities and Exchange Commission.

As a result of the successful consent solicitation, a supplemental indenture to the indenture governing the notes took effect June 12. In addition, Service Corp. will promptly, following the close of its acquisition of Stewart, issue a full and unconditional guarantee of the notes as consideration for consents.

As reported before, the completion of the acquisition is not conditioned on the success of the consent solicitation, but the issuance of guarantees by Service Corp. does depend on the results of the solicitation.

Stewart said previously that after receipt of the necessary consents, it would promptly execute the supplemental indenture effecting the changes, at which time holders would not be able to revoke their consents.

J.P. Morgan Securities LLC (800 245-8812 or collect 212 270-1200) is the solicitation agent. i-Deal, LLC (888 593-9546, 212 849-3880 for banks and brokers or consent@ipreo.com) is the information agent.

Jefferson, La.-based Stewart is a provider of products and services in the death-care industry.


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