Attached files
file | filename |
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EX-4.1 - EX-4.1 - STEWART ENTERPRISES INC | h81434exv4w1.htm |
EX-4.2 - EX-4.2 - STEWART ENTERPRISES INC | h81434exv4w2.htm |
EX-10.1 - EX-10.1 - STEWART ENTERPRISES INC | h81434exv10w1.htm |
EX-99.1 - EX-99.1 - STEWART ENTERPRISES INC | h81434exv99w1.htm |
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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2011
STEWART ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA (State or other jurisdiction of incorporation) |
1-15449 (Commission File Number) |
72-0693290 (I.R.S. Employer Identification No.) |
1333 South Clearview Parkway
Jefferson, Louisiana 70121
(Address of principal executive offices) (Zip Code)
Jefferson, Louisiana 70121
(Address of principal executive offices) (Zip Code)
(504) 729-1400
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
A. Indenture
On April 18, 2011, Stewart Enterprises, Inc. (the Company) and certain of the Companys
subsidiaries (the Guarantors) completed its previously announced private offering of $200,000,000
aggregate principal amount of 6.50% Senior Notes due 2019 (the Senior Notes) pursuant to the
terms of a purchase agreement, dated April 4, 2011, by and among the Company, the Guarantors and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, SunTrust Robinson
Humphrey, Inc., BBVA Securities, Inc. and Morgan Keegan & Company, Inc. (the Initial Purchasers).
The Senior Notes were issued pursuant to an indenture entered into on April 18, 2011 (the
Indenture) by and among the Company, the Guarantors party thereto and U.S. Bank National
Association, as trustee (the Trustee). The Company will pay interest on the Senior Notes on
April 15 and October 15 of each year, beginning October 15, 2011. The Senior Notes will mature on
April 15, 2019.
The Senior Notes are guaranteed, jointly and severally, by the Guarantors, and are the
Companys, and the guarantees of the Senior Notes are the Guarantors, general unsecured and
unsubordinated obligations, and rank equally in right of payment with all of the Companys, in the
case of the Senior Notes, and the Guarantors, in the case of their guarantees of the Senior Notes,
existing and future unsubordinated indebtedness and senior to any existing and future subordinated
indebtedness. In addition, the Senior Notes effectively rank junior to any of the Companys, and
the guarantees of the Senior Notes effectively rank junior to the Guarantors, existing and future
secured indebtedness, including obligations under the Companys senior secured credit facility, to
the extent of the assets securing such indebtedness.
The Indenture contains, among other things, affirmative and negative covenants that will,
among other things, limit the Companys and the Guarantors ability to engage in sale and leaseback
transactions, effect a consolidation or merger or sell, transfer, lease, or otherwise dispose of
all or substantially all assets, and create liens on assets. Upon the occurrence of a Change in
Control (as defined in the Indenture), each holder of the Senior Notes will have the right to
require the Company to purchase that holders Senior Notes for a cash price equal to 101% of their
principal amount. The Notes are redeemable on or after April 15, 2014 at redemption prices
specified in the Indenture, and prior to April 15, 2014 at a make-whole premium described in the
Indenture. Upon the occurrence of certain Events of Default (as defined in the Indenture), the
Trustee or the holders of the Senior Notes may declare all outstanding Senior Notes to be due and
payable immediately.
The Senior Notes are being offered by the Initial Purchasers only to qualified institutional
buyers in accordance with Rule 144A of the Securities Act of 1933 (the Securities Act), and
outside the United States in compliance with Regulation S under the Securities Act. Unless they
are registered, the Senior Notes may be offered and sold only in transactions that are exempt from
registration under the Securities Act and the applicable laws of other jurisdictions.
A copy of the Indenture and form of Senior Note are filed as Exhibits 4.1 and 4.2 hereto and
are incorporated herein by reference. The descriptions of the Indenture and the Senior Notes
contained herein are qualified in their entirety by the full text of such exhibits.
B. Registration Rights Agreement
In connection with the issuance of the Senior Notes, the Company entered into a registration
rights agreement (the Registration Rights Agreement) dated as of April 18, 2011, with the Initial
Purchasers whereby the Company agreed to offer to exchange the Senior Notes for a new issue of
substantially identical notes registered under the Securities Act.
Under the Registration Rights Agreement, the Company is required, at its own cost, to file an
exchange offer registration statement with the Securities and Exchange Commission, use its
reasonable best efforts to cause the exchange offer registration statement to be declared effective
and consummate the exchange offer within 210 days after April 18, 2011. In the event the Company
breaches its obligations under the Registration Rights Agreement, it will be obligated to pay
additional interest to the holders of the Senior Notes.
A copy of the Registration Rights Agreement is filed as Exhibit 10.1 hereto and is
incorporated herein by reference. The description of the Registration Rights Agreement contained
herein is qualified in its entirety by the full text of such exhibit.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.
See Item 1.01(A), which is incorporated herein by reference, with respect to the completion on
April 18, 2011 of the Companys previously announced private offering of $200,000,000 aggregate
principal amount of 6.50% Senior Notes due 2019.
Item 8.01 Other Events.
See Item 1.01, which is incorporated herein by reference, with respect to the completion on
April 18, 2011 of the Companys previously announced private offering of $200,000,000 aggregate
principal amount of 6.50% Senior Notes due 2019.
On April 18, 2011, the Company announced that it had accepted for purchase and payment all of
the approximately $194,188,000 million of its $200,000,000 aggregate principal amount of 6.25%
Senior Notes due 2013 that were validly tendered prior to 5:00 p.m., New York City time, on April
15, 2011 and not validly withdrawn pursuant to its previously announced cash tender offer and
consent solicitation, which commenced on April 4, 2011. The tender offer will expire May 2, 2011,
unless extended by the Company. Also on April 18, 2011, the Company called the remaining 6.25%
Senior Notes due 2013 for redemption on May 18, 2011 at the redemption price of 100.000% of the
principal amount, plus accrued and unpaid interest to the redemption date. A copy of the press
release issued by the Company on April 18, 2011 is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | ||||
Number | Description | |||
4.1 | Indenture dated as of April 18, 2011 by and among Stewart
Enterprises, Inc., the Guarantors and U.S. Bank National
Association, as trustee, with respect to the 6.50% Senior
Notes due 2019 |
|||
4.2 | Form of 6.50% Senior Note due 2019 |
|||
10.1 | Registration Rights Agreement dated as of April 18, 2011 by
and among Stewart Enterprises, Inc., the Guarantors and the
Initial Purchasers |
|||
99.1 | Press release by Stewart Enterprises, Inc., dated April 18,
2011, announcing completion of offering of $200 million
6.50% senior notes due 2019 and acceptance for purchase and
payment with respect to its 6.25% senior notes due 2013 and
call of remaining 6.25% senior notes due 2013 for
redemption |
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. |
||||
April 19, 2011 | /s/ Angela M. Lacour | |||
Angela M. Lacour | ||||
Vice President Corporate Controller Chief Accounting Officer |
EXHIBIT INDEX
Exhibit | ||||
Number | Description | |||
4.1 | Indenture dated as of April 18, 2011 by
and among Stewart Enterprises, Inc., the
Guarantors and U.S. Bank National
Association, as trustee, with respect to
the 6.50% Senior Notes due 2019 |
|||
4.2 | Form of 6.50% Senior Note due 2019 |
|||
10.1 | Registration Rights Agreement dated as of
April 18, 2011 by and among Stewart
Enterprises, Inc., the Guarantors and the
Initial Purchasers |
|||
99.1 | Press release by Stewart Enterprises,
Inc., dated April 18, 2011, announcing
completion of offering of $200 million
6.50% senior notes due 2019 and acceptance
for purchase and payment with respect to
its 6.25% senior notes due 2013 and call
of remaining 6.25% senior notes due 2013
for redemption |