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

 

 

Date of Report (Date of earliest event reported): August 10, 2015

 

Service Corporation International
(Exact name of Registrant as specified in its charter)

  

Texas
(State or other jurisdiction
of incorporation)
1-6402-1
(Commission File Number)
74-1488375
(I.R.S. Employer
Identification Number)
     

 

1929 Allen Parkway

Houston, Texas
(Address of principal executive offices)

77019

(Zip code)

 

(713) 522-5141

(Registrant’s telephone number, including area code)

 

N.A.

(Former name or former address, if changes 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 (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 8.01      Other Information

  

On August 10, 2015, Service Corporation International (the “Company”) issued a press release announcing that it commenced a registered offering of $300 million aggregate principal amount of its 5.375% Senior Notes due 2024 (the “Notes”) in a reopening of the existing series of such Notes. The full text of the press release is attached hereto as Exhibit 99.1.

 

The information contained in this Current Report on Form 8-K, including the exhibits hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the Notes or any other securities of the Company. The Notes will be offered only by means of a prospectus supplement and accompanying base prospectus.

 

Item 9.01      Financial Statements and Exhibits

 

(d)The following exhibits are included with this report:

 

Exhibit No. Description
99.1 Press release dated August 10, 2015

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Dated: August 10, 2015

 

 

  Service Corporation International
     
     
  By: /s/ Gregory T. Sangalis
  Name:  Gregory T. Sangalis
  Title:    Senior Vice President,
     General Counsel and Secretary

 

 

EXHIBITS

 

 

Exhibit No. Description
   
99.1 Press release dated August 10, 2015

 

 

 



 
Exhibit 99.1
 

Service Corporation International Announces Senior Notes Offering

HOUSTON, Aug. 10, 2015 /PRNewswire/ -- Service Corporation International (NYSE: SCI) (the "Company") announced today that it intends to offer $300 million aggregate principal amount of its 5.375% Senior Notes due 2024 (the "Notes"), subject to market and other conditions. The offering is a reopening of the Company's existing series of such Notes, and will be made by means of an underwritten public offering pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The Company will use the net proceeds from this offering to redeem all of its outstanding 6.750% Senior Notes due 2016 and to repay approximately $88 million of outstanding borrowings under its revolving credit facility.

The Notes form a part of the series of the Company's outstanding 5.375% Senior Notes due 2024 and have the same terms as the existing notes of this series issued by the Company. The Notes will have the same CUSIP number as the existing notes and will trade interchangeably with the existing notes immediately upon settlement. The Notes and the existing notes previously issued by the Company will constitute a single series under the indenture for all purposes. Upon issuance of the Notes, the aggregate principal amount outstanding of the Company's 5.375% Senior Notes due 2024 will be $850 million.

BofA Merrill Lynch will act as the lead joint book-running manager for the offering. The offering may be made only by means of a prospectus supplement and accompanying base prospectus. The prospectus supplement will be filed with the SEC and may be found on its website at www.sec.gov. When available, copies of the prospectus supplement relating to the public offering may be obtained from:

BofA Merrill Lynch
222 Broadway
New York, NY 10038
Attention: Prospectus Department
Telephone: (800) 294-1322
Email: dg.prospectus_requests@baml.com

This press release does not constitute an offer to sell nor the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful. The notes will be offered only by means of a prospectus supplement and accompanying base prospectus. This press release does not constitute a notice of redemption with respect to the notes being redeemed.

Cautionary Statement on Forward-Looking Statements

The statements in this press release that are not historical facts are forward-looking statements 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 us or on our behalf. Important factors which could cause actual results to differ materially from those in forward-looking statements include, among others, unfavorable conditions in the financing markets and our ability to successfully complete the proposed offering on favorable terms.

For further information on these and other risks and uncertainties, see our SEC filings, including our 2014 Annual Report on Form 10-K. Copies of this document as well as other SEC filings can be obtained from our website at 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.

About Service Corporation International

Service Corporation International, headquartered in Houston, Texas, is North America's leading provider of deathcare products and services. As of June 30, 2015, the Company operated 1,550 funeral service locations and 467 cemeteries (including 262 combination locations) in North America, which are geographically diversified across 45 states, eight Canadian provinces, the District of Columbia and Puerto Rico. Through its business, the Company markets the Dignity Memorial®brand, which offers assurance of quality, value, caring service and exceptional customer satisfaction. For more information about Service Corporation, please visit www.sci-corp.com. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this press release.



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