Carriage Services Announces Closing of Exchange of Approximately $115 Million of Its 2.75% Convertible Subordinated Notes Due 2021 for Common Stock and Cash

HOUSTON, Texas, May 08, 2018 -- Carriage Services, Inc. (NYSE:CSV) (“Carriage Services” or the “Company”) today announced that on May 7, 2018 it closed its previously announced exchange of approximately $115 million in aggregate principal amount of its 2.75% Convertible Subordinated Notes due 2021 for an aggregate of (i) 2,822,859 newly-issued shares of the Company’s common stock, plus (ii) approximately $75.2 million in cash pursuant to privately-negotiated exchange agreements with a limited number of holders of the convertible notes. The cash portion of the exchange consideration was funded from the Company’s existing revolving credit agreement. Following the settlement of the exchanges, the aggregate principal amount of the Company’s 2.75% Convertible Subordinated Senior Notes due 2021 outstanding was reduced to approximately $29 million.

Mel Payne, Carriage’s Chief Executive Officer, stated, “The exchanges we closed yesterday for approximately $115 million of our convertible notes are important steps towards our goal of a simpler, longer term and less leveraged capital structure. We were able to reduce our Total Debt to Adjusted Consolidated EBITDA leverage ratio and begin a trend toward our total leverage policy range of 4.0 to 4.5 times Adjusted Consolidated EBITDA.  We believe that this results in a stronger and more flexible financial profile, which improves our ability to execute on our Ten Year Vision of partnering with the best remaining independent funeral home and cemetery businesses in the country. 

In order to facilitate a portion of the privately negotiated exchanges, we issued approximately 2.8 million shares of Carriage common stock to note holders, which represents a 6.6% increase in diluted shares outstanding compared to the first quarter of 2014, immediately following the issuance of the convertible notes.”

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. The exchanges were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

About Carriage Services

Carriage Services is a leading provider of deathcare services and merchandise in the United States. Carriage operates 178 funeral homes in 29 states and 32 cemeteries in 11 states.

Certain statements made herein or elsewhere by, or on behalf of, the Company that are not historical facts are intended to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on assumptions that the Company believes are reasonable; however, many important factors, as discussed under “Forward-Looking Statements and Cautionary Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, could cause the Company’s 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, the Company. The Company assumes no obligation to update or publicly release any revisions to forward-looking statements made herein or any other forward-looking statements made by, or on behalf of, the Company. A copy of the Company's Annual Report on Form 10-K, and other information about the Company and news releases, are available at http://www.carriageservices.com.

Source: Carriage Services, Inc.