| Item 1.01 | Entry into a Material Definitive Agreement |
On August 10, 2020, Service Corporation International (the “Company”) issued $850 million aggregate principal amount of 3.375% Senior Notes due 2030 (the “Notes”), pursuant to the Senior Indenture dated as of February 1, 1993, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the “Indenture”), as supplemented by the Seventeenth Supplemental Indenture dated as of August 10, 2020, among the Company, The Bank of New York Mellon Trust Company, N.A., as original trustee and BOKF, NA, as series trustee (the “Supplemental Indenture”). The Company will use net proceeds from the offering, together with cash on hand, to repurchase its $850 million 5.375% Senior Notes due 2024 pursuant to the previously announced tender offer, and pay related fees and expenses.
A copy of the Indenture, the Supplemental Indenture, and the form of note representing the Notes are attached as Exhibit 4.1, 4.2, and 4.3, respectively, and are incorporated herein by reference.
| Item 8.01 | Other Information |
On August 7, 2020, the Company issued a press release announcing the expiration and results of the previously announced tender offer for its $850 million 5.375% Senior Notes due 2024 (the “Tender Offer”). As of 5:00 p.m., New York City time, on August 7, 2020, the Company had received tenders for $215,959,000 in aggregate principal amount of its outstanding $850 million 5.375% Senior Notes due 2024 (which exclude $1,364,000 aggregate principal amount of the 5.375% Senior Notes due 2024 tendered pursuant to guaranteed delivery procedures).
On August 10, 2020, the Company settled the Tender Offer and issued a notice of redemption for the remaining 5.375% Senior Notes due 2024 not tendered in the Tender Offer (the “Redemption”).
On August 10, 2020, the Company issued a press release announcing that it had completed the sale of the Notes and a press release announcing the Redemption.
A copy of the press releases are attached as Exhibit 99.1, 99.2 and 99.3, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) The following exhibits are included with this report:
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Exhibit No. | | Description |
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| 4.1 | | Senior Indenture dated as of February 1, 1993, between Service Corporation International and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to Form S-4 filed September 2, 2004 (File No. 333-118763)) |
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| 4.2 | | Seventeenth Supplemental Indenture dated as of August 10, 2020, among Service Corporation International, The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as original trustee and BOKF, NA, as series trustee |
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| 4.3 | | Form of 3.375% Senior Notes due 2030 (included in Exhibit 4.2) |
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| 5.1 | | Opinion of Shearman & Sterling LLP |
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| 23.1 | | Consent of Shearman & Sterling LLP (included in Exhibit 5.1) |
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| 99.1 | | Press Release dated August 7, 2020, in respect of the Tender Offer |
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| 99.2 | | Press Release dated August 10, 2020, in respect of the settlement of the Notes |
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| 99.3 | | Press Release dated August 10, 2020, in respect of the Redemption |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
