Exhibit 99.1
SERVICE CORPORATION INTERNATIONAL COMMENCES CASH TENDER OFFER AND CONSENT
SOLICITATION WITH RESPECT TO CERTAIN OF ITS 7.70% NOTES DUE APRIL 15, 2009
HOUSTON, Sept. 7 /PRNewswire-FirstCall/ -- Service Corporation International
(NYSE: SCI), which owns and operates funeral service locations and cemeteries,
announced today that it has commenced a cash tender offer to purchase any and
all of its outstanding 7.70% Notes due April 15, 2009, CUSIP Nos. 817565AX2,
817565AV6 and 817565AW4 (the "Notes"). The aggregate outstanding principal
amount of the Notes is $144,465,000, as of the date of this press release. In
conjunction with the tender offer, SCI is soliciting consents (the "Consents")
from holders to effect certain amendments to the indenture governing the Notes
to eliminate substantially all of the restrictive covenants as well as certain
events of default. Adoption of the proposed amendments requires the consent of
holders of at least a majority of the aggregate principal amount of Notes
outstanding. The tender offer and consent solicitation are being made pursuant
to an Offer to Purchase and Consent Solicitation Statement dated September 7,
2006, which sets forth more fully the terms and conditions of the tender offer
and consent solicitation.
The tender offer is scheduled to expire at 11:59 p.m., New York City time,
on October 5, 2006, unless extended or earlier terminated (the "Expiration
Date"). The consent solicitation will expire at 5:00 p.m., New York City time,
on September 20, 2006 unless extended or earlier terminated (the "Consent
Date").
The total consideration to be paid for each validly tendered Note, subject
to the terms and conditions of the tender offer and consent solicitation, will
be paid in cash and calculated based in part on the 3-1/8% U.S. Treasury Note
due April 15, 2009 (the "Reference Security"). The total consideration for each
$1,000 principal amount of Notes will be equal to the present value of the
amounts of interest and principal that would have been paid pursuant to the
terms of the Notes on each interest payment date and the maturity date,
determined as set forth below at a yield (the "Tender Offer Yield"), equal to
the sum of (x) the yield on the Reference Security as calculated by the Dealer
Manager in accordance with standard market practice, based on the bid price for
such Reference Security as of 2:00 p.m., New York City time, on the eleventh
business day immediately preceding the Expiration Date, namely September 20,
2006, assuming that the Expiration Date is not extended, as displayed on the
reference page of the Bloomberg Government Pricing Monitor set forth below or
any other source selected by the Dealer Manager in its sole discretion if the
Bloomberg Government Pricing Monitor is not available or is erroneous, and (y)
50 basis points, minus any accrued and unpaid interest up to, but not including,
the payment date. The detailed methodology for calculating the total
consideration for Notes is outlined in the Offer to Purchase and Consent
Solicitation Statement dated September 7, 2006, relating to the tender offer and
the consent solicitation.
The following table summarizes terms material to the determination of the
total consideration to be received in the tender offer:
Security Description CUSIP Nos. Principal Amount Outstanding
-------------------- ---------- ----------------------------
7.70% Notes due 817565AX2 $144,465,000
April 15, 2009 817565AV6
817565AW4
Reference Bloomberg Fixed Spread
Security Reference Page (in basis points) Consent Payment
----------- -------------- ----------------- ----------------
3 1/8% U.S. PX5 50.0 $20 per $1,000
Treasury principal amount
Note due of Notes
April 15,
2009
Holders who tender their Notes must consent to the proposed amendments.
Holders who tender on or prior to the Consent Date will be eligible to receive
the total consideration described above, which includes a $20.00 consent payment
per $1,000 principal amount of Notes. Tendered Notes may not be withdrawn, and
consents may not be revoked, after the Consent Date. Holders who tender after
the Consent Date and on or prior to the Expiration Date will be eligible to
receive the total consideration less the consent payment of $20.00 per $1,000
principal amount of Notes. In either case, SCI will pay holders whose Notes are
validly tendered and accepted for purchase, accrued and unpaid interest up to,
but not including, the payment date. Payments are expected to be made promptly
after the Expiration Date.
The obligation to accept for purchase and to pay for Notes in the tender
offer is conditioned on, among other things:
* The tender of Notes representing at least a majority of the principal
amount of Notes outstanding on or prior to the Consent Date;
* The consummation of the previously announced acquisition ("Acquisition")
of Alderwoods Group, Inc. ("Alderwoods") pursuant to the Agreement and
Plan of Merger, dated April 2, 2006, by and among SCI, Coronado
Acquisition Corporation and Alderwoods, on or prior to the Expiration
Date;
* The receipt of financing, in an amount and on terms satisfactory to SCI,
sufficient to pay, together with cash on hand, all amounts needed in
connection with the Acquisition and the refinancing transactions and to
purchase all Notes tendered and Consents delivered; and
* The execution of a supplemental indenture implementing the proposed
amendments to the indenture governing the Notes, which will eliminate
substantially all of the restrictive covenants as well as certain events
of default.
SCI has retained J.P. Morgan Securities Inc. to serve as the exclusive
Dealer Manager and Solicitation Agent for the tender offer and the consent
solicitation. Questions concerning the terms of the tender offer and the
consent solicitation may be directed to J.P. Morgan Securities Inc. at (212)
270-3994 (call collect). Copies of the Offer to Purchase may be obtained by
calling the information agent, Global Bondholder Services Corporation, toll-
free at (866) 470-3900 or at (212) 430-3774 (banks and brokerage firms).
SCI currently has outstanding a separate series of 7.70% Notes due 2009,
which have different CUSIP Numbers. SCI is not making a tender offer or consent
solicitation for those notes.
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to any securities. The
tender offer and consent solicitation are being made solely by the Offer to
Purchase and Consent Solicitation Statement dated September 7, 2006. SCI
reserves the right to terminate, withdraw or amend the tender offer and consent
solicitation at any time and from time to time subject to applicable law, as
described herein.
Cautionary Statement on Forward-Looking Statements
The statements in this press release that are not historical facts are
forward-looking statements. These forward-looking statements have been made in
reliance on the "safe harbor" protections provided under the Private Securities
Litigation Reform Act of 1995. These statements may be accompanied by words such
as "believe," "estimate," "project," "expect," "anticipate," or "predict," that
convey the uncertainty of future events or outcomes. These statements are based
on assumptions that we believe are reasonable; however, many important factors
could cause our actual results in the future to differ materially from the
forward-looking statements made herein and in any other documents or oral
presentations made by, or on behalf of us. Important factors which could cause
actual results to differ materially from those in forward-looking statements
include, among others, unfavorable market conditions, and our ability to
successfully complete the tender offer.
For further information on these and other risks and uncertainties, see our
Securities and Exchange Commission (SEC) filings, including our 2005 Annual
Report on Form 10-K, as amended. Copies of this document as well as other SEC
filings can be obtained from our website at http://www.sci-corp.com . We assume
no obligation to publicly update or revise any forward-looking statements made
herein or any other forward-looking statements made by us, whether as a result
of new information, future events or otherwise.
Service Corporation International, headquartered in Houston, Texas, owns and
operates funeral service locations and cemeteries. We have an extensive network
of businesses including 1,041 funeral service locations and 351 cemeteries in
North America as of June 30, 2006. For more information about Service
Corporation International, please visit our website at http://www.sci-corp.com .
For additional information contact:
Investors: Debbie Young - Director of Investor Relations
(713) 525-9088
Media: Greg Bolton - Director / Corporate Communications
(713) 525-5235
SOURCE Service Corporation International
-0- 09/07/2006
/CONTACT: investors, Debbie Young, Director of Investor Relations,
+1-713-525-9088, or media, Greg Bolton, Director, Corporate Communications,
+1-713-525-5235, both of Service Corporation International/
/Web site: http://www.sci-corp.com /
(SCI)