Material Agreement · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 7, 2020     Service Corporation International (Exact Name of Registrant as Specified in Charter)       Texas   1-6402-1   74-1488375 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)   1929 Allen Parkway Houston Texas 77019 (Address of Principal Executive Offices, and Zip Code) (713) 522-5141 Registrant’s Telephone Number, Including Area Code   (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:     ☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock ($1 par value)   SCI   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       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:   Exhibit     No.        Description   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))   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   4.3    Form of 3.375% Senior Notes due 2030 (included in Exhibit 4.2)   5.1    Opinion of Shearman & Sterling LLP 23.1    Consent of Shearman & Sterling LLP (included in Exhibit 5.1) 99.1    Press Release dated August 7, 2020, in respect of the Tender Offer 99.2    Press Release dated August 10, 2020, in respect of the settlement of the Notes 99.3    Press Release dated August 10, 2020, in respect of the Redemption 104    Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. August 10, 2020   By:   /s/ Eric D. Tanzberger   Eric D. Tanzberger Senior Vice President Chief Financial Officer