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UNITED STATES OF AMERICA 

 BEFORE FEDERAL TRADE COMMISSION

____________________________________ 

) 

In the Matter of ) 

) 

Service Corporation International, ) File No. 131-0163 

a corporation, and ) 

 ) 

Stewart Enterprises, Inc., ) 

 a corporation. ) 

____________________________________) 

AGREEMENT CONTAINING CONSENT ORDERS

The Federal Trade Commission (“Commission”), having initiated an investigation of the 

proposed acquisition by Service Corporation International of the outstanding voting securities of 

Stewart Enterprises, Inc. (hereinafter “Proposed Respondents”) and it now appearing that Proposed Respondents are willing to enter into this Agreement Containing Consent Orders (“Consent Agreement”) to divest certain assets and providing for other relief: 

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly authorized officers and attorneys, and counsel for the Commission that: 

1. Proposed Respondent Service Corporation International is a corporation organized, existing, and doing business under, and by virtue of, the laws of the State of Texas, with its 

corporate office and principal place of business located at 1929 Allen Parkway, Houston, 

Texas 77019. 

2. Proposed Respondent Stewart Enterprises, Inc., is a corporation organized, existing, and 

doing business under, and by virtue of, the laws of the State of Louisiana, with its corporate office and principal place of business located at 1333 South Clearview Parkway, Jefferson, Louisiana 70121. 

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint 

here attached. 

4. Proposed Respondents waive: 

(a) any further procedural steps; 

(b) the requirement that the Commission’s Decision and Order and Order to Hold 

Separate and Maintain Assets (“Order to Hold Separate”), both of which are attached hereto and made a part hereof, contain a statement of findings of fact and 

conclusions of law; 
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(c) all rights to seek judicial review or otherwise challenge or contest the validity of 

the Decision and Order or the Order to Hold Separate entered pursuant to this 

Consent Agreement; and 

(d) any claim under the Equal Access to Justice Act. 

5. Because there may be interim competitive harm, the Commission may issue its Complaint and Order to Hold Separate in this matter at any time after it accepts the Consent 

Agreement for public comment. 

6. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondents that the law has been violated as alleged in the draft of 

Complaint here attached, or that the facts as alleged in the draft of Complaint, other than 

jurisdictional facts, are true. 

7. Proposed Respondents shall submit an initial report, pursuant to Section 2.33 of the 

Commission’s Rules, 16 C.F.R. § 2.33, no later than thirty (30) days after the date on 

which Proposed Respondents execute this Consent Agreement and every thirty (30) days 

thereafter until the Order to Hold Separate becomes final. Each such report shall set forth 

in detail the manner in which the Proposed Respondents have to date complied or have 

prepared to comply, are complying, and will comply with the Decision and Order and the 

Order to Hold Separate. Such reports will not become part of the public record unless 

and until the Consent Agreement, the Decision and Order, and the Order to Hold Separate 

are accepted by the Commission for public comment. 

8. In each report described in Paragraph 7, Proposed Respondents shall provide sufficient 

information and documentation to enable the Commission to determine independently 

whether Proposed Respondents are in compliance with the Decision and Order and the 

Order to Hold Separate. Each report shall be verified by a notarized signature or selfverified in the manner set forth in 28 U.S.C. §1746. Section 2.41(a) of the Commission’s 

Rules, 16 C.F.R. § 2.41, requires that an original and two copies of all compliance reports 

be filed with the Commission. Proposed Respondents shall file an original report and one 

copy with the Secretary of the Commission, and shall send at least one copy directly to 

the Bureau of Competition’s Compliance Division in electronic format. In addition, Respondents shall provide a copy of each report to the hold separate trustee appointed pursuant to the Order to Hold Separate. 

9. This Consent Agreement shall not become part of the public record of the proceeding unless and until the Consent Agreement is accepted by the Commission. If this Consent 

Agreement is accepted by the Commission, it, together with the draft of Complaint contemplated thereby, will be placed on the public record for a period of thirty (30) days and 

information in respect thereto publicly released. The Commission thereafter may either 

withdraw its acceptance of this Consent Agreement and so notify Proposed Respondents, 

in which event the Commission will take such action as it may consider appropriate, or 

issue and serve or amend its Complaint (in such form as the circumstances may require) 
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and issue its Decision and Order, in disposition of the proceeding. 

10. This Consent Agreement contemplates that, if it is accepted by the Commission, the 

Commission may (1) issue and serve its Complaint corresponding in form and substance 

with the draft of Complaint here attached, (2) issue and serve its Order to Hold Separate, 

and (3) make information public with respect thereto. If such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of § 2.34 of the Commission’s Rules, 16 C.F.R. § 2.34, the Commission may, without further notice to the 

Proposed Respondents, issue the attached Decision and Order containing an order to divest and providing for other relief in disposition of the proceeding. 

11. When so entered, the Decision and Order and the Order to Hold Separate will have the 

same force and effect and may be altered, modified or set aside in the same manner and 

within the same time provided by statute for other orders. The Decision and Order and 

the Order to Hold Separate shall become final upon service. Delivery of the Complaint, 

the Decision and Order, and the Order to Hold Separate to Proposed Respondents by any 

means provided in § 4.4(a) of the Commission’s Rules, 16 C.F.R. § 4.4(a), including, but 

not limited to, delivery to an office within the United States of counsel for Proposed Respondents identified in this Consent Agreement, shall constitute service. Proposed Respondents waive rights they may have to any other manner of service. Proposed Respondents also waive any right they may otherwise have to service of any Appendices attached or incorporated by reference into the Decision and Order or the Order to Hold 

Separate, if Proposed Respondents are already in possession of copies of such Appendices, and agree that they are bound to comply with and will comply with the Decision 

and Order and Order to Hold Separate to the same extent as if they had been served with 

copies of the Appendices. 

12. The Complaint may be used in construing the terms of the Decision and Order and the 

Order to Hold Separate, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order, the Order to Hold Separate, or the Consent 

Agreement may be used to limit, vary or contradict the terms of the Decision and Order 

or the Order to Hold Separate. 

13. By signing this Consent Agreement, Proposed Respondents represent and warrant that 

they can fulfill all the terms of and accomplish the full relief contemplated by the attached Decision and Order (including effectuating all required divestitures, assignments, 

and transfers) and Order to Hold Separate and that all parents, subsidiaries, affiliates, and 

successors necessary to effectuate the full relief contemplated by this Consent Agreement 

and the attached Decision and Order and the Order to Hold Separate are parties to, or 

within the control of parties to, this Consent Agreement and the attached Decision and 

Order and Order to Hold Separate. 

14. Proposed Respondents have read the draft of the Complaint, the Decision and Order, and 

the Order to Hold Separate contemplated hereby. Proposed Respondents understand that 

once the Decision and Order and the Order to Hold Separate have been issued, Proposed 

Respondents will be required to file one or more compliance reports setting forth in detail 
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the manner in which they have complied, are complying, and will comply with the Decision and Order and the Order to Hold Separate. 

15. Proposed Respondents agree to comply with the terms of the proposed Decision and Order and the Order to Hold Separate from the date they sign this Consent Agreement. 

Proposed Respondents further understand that they may be liable for civil penalties in the 

amount provided by law for each violation of the Decision and Order and of the Order to 

Hold Separate after they become final. 

Service Corporation International Federal Trade Commission 

Bureau of Competition 

_____________________________ ______________________________ 

Gregory T. Sangalis Jill M. Frumin 

Senior Vice President, General Counsel 

and Secretary 

Dated: _________________, 2013 

 APPROVED: 

_____________________________ ________________________________ 

Jessica K. Delbaum, Esq. Alexis Gilman 

Shearman & Sterling Deputy Assistant Director 

599 Lexington Avenue 

New York, New York 10022 

Counsel for Service Corporation International 

 ______________________________ 

Stewart Enterprises, Inc. Jeffrey Perry 

 Assistant Director 

______________________________ 

Thomas M. Kitchen _____________________________ 

President and Chief Executive Officer Norman Armstrong Jr. 

 Deputy Director 

 

Dated: _________________, 2013 

 
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_______________________________ 

Mark A. Cunningham, Esq. 

Jones Walker LLP 

201 St. Charles Avenue 

New Orleans, Louisiana 70170 

Counsel for Respondent Stewart Enterprises, Inc. 

 

Dated: _________________, 2013