During each of the 12-month periods ending May 10, 2022, May 10, 2023 and May 10, 2024, respectively, the Company may redeem up to 10% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under the Indenture at a redemption price equal to 103% of the principal amount of the Notes redeemed plus accrued and unpaid interest if any, to, but excluding, the redemption date.
Prior to May 15, 2024, the Notes are redeemable at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus an “applicable premium” (as defined in the Indenture) along with accrued and unpaid interest, if any, to, but excluding, the redemption date.
Upon the occurrence of a “change of control” (as defined in the Indenture), if the Company has not previously exercised its right to redeem all of the outstanding Notes pursuant to the optional redemption provisions as described above, the Company must offer to repurchase the Notes at a redemption price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
Upon certain asset sales where the excess proceeds from all applicable asset sales exceed $10 million since the issue date of the Notes, the Company may be required in certain circumstances to make an offer to purchase the Notes with the excess proceeds from such an asset sale in excess of such $10 million threshold at a price in cash equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the date of purchase.
Guarantees and Collateral
The Company’s obligations under the Notes and the Indenture are jointly and severally guaranteed (the “Note Guarantees”) by each of the Company’s existing and future direct and indirect domestic subsidiaries, with certain exceptions, and will be guaranteed by each of the Company’s foreign subsidiaries that guarantees any future credit facility (each applicable foreign and domestic subsidiary, a “Guarantor” and collectively, the “Guarantors”). In connection with the Note Guarantees, the Company, the Guarantors and Wilmington entered into a Security Agreement, dated May 11, 2021 (the “Security Agreement”). Pursuant to the Indenture and the Security Agreement, the Company’s obligations under the Indenture and the Notes are secured by a lien and security interest (subject to permitted liens and security interests) in substantially all of the Company’s and the Guarantors’ existing and future property and assets, excluding certain assets which include, among others: (a) trust and other fiduciary accounts and amounts required to be deposited or held therein, (b) assets that may not be pledged as a matter of law or without governmental approvals, until such time such assets may be pledged without legal prohibition and (c) owned and leased real property that (i) may not be pledged as a matter of law or without the prior approval of any governmental authority or third person, (ii) is not operated or intended to be operated as a cemetery, crematory or funeral home or (iii) has a fair market value of less than $3.0 million.
