UNITED STATES OF AMERICA

BEFORE FEDERAL TRADE COMMISSION

In the Matter of )

)

Service Corporation International, ) Docket No. C-4423

a corporation, and ) File No. 131 0163

)

Stewart Enterprises, Inc., )

a corporation )

) 

PETITION FOR APPROVAL OF DIVESTITURE BUYER

 

Pursuant to Section 2.41(f) of the Federal Trade Commission 

(“Commission”) Rules of Practice and Procedure, 16 C.F.R. § 2.41(f) (2012), and 

Paragraphs II.A. of the Decision and Order contained in the Agreement Containing Consent 

Orders accepted for public comment in this matter (“Decision and Order”), Respondent 

Service Corporation International (“SCI”) hereby petitions the Commission to approve the 

divestiture to Miami Memorial, LLC (“MMLLC”) of the Divestiture Businesses that 

include the following five facilities: (i) Funeraria Memorial Plan – San Jose, 250 East 4th

Ave., Hialeah, FL 33010; (ii) Funeraria Memorial Plan – Westchester, 9800 SW 24th St., 

Miami, FL 33165; (iii) Branam Funeral Home, 809 N. Krome Ave., Homestead, FL 

33030; (iv) Memorial Plan Flagler Memorial Park, 5301 W. Flagler St., Miami, FL 33134; 

and (v) Memorial Plan Miami Memorial Park, 6200 SW 77th Ave., Miami, FL 33143.

The Divestiture Businesses associated with these facilities (as defined in the 

Decision and Order, and hereinafter collectively referred to as the “Divestiture Assets”) 

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will be sold to MMLLC pursuant to the Asset Sale Agreement dated August 5, 2014, by 

and among MMLLC and SCI Funeral Services of Florida, Inc. (the “ASA”).

Background

On December 23, 2013, SCI and Respondent Stewart Enterprises, Inc. 

(“Stewart”) (collectively, the “Respondents”) executed an Agreement Containing Consent 

Orders that included the Decision and Order and Order to Hold Separate and Maintain 

Assets (collectively, the “Consent Agreement”) to settle the Commission’s charges that the 

proposed acquisition by SCI of Stewart would violate Section 5 of the Federal Trade 

Commission Act, as amended, 15 U.S.C. § 45, and Section 7 of the Clayton Act, as 

amended, 15 U.S.C. § 18. On December 23, 2013, the Commission accepted the Consent 

Agreement for public comment, and on December 23, 2013, SCI consummated its 

acquisition of Stewart. Stewart is now a wholly owned subsidiary of SCI. The 

Commission issued the final order in this matter on April 29, 2014. 

Because this petition and its attachments contain confidential and 

competitively sensitive business information relating to the divestiture of the Divestiture 

Assets—the disclosure of which may prejudice the Respondents and MMLLC, cause harm 

to the ongoing competitiveness of the Divestiture Assets, and impair Respondents’ ability 

to comply with their obligations under the Consent Agreement—Respondents have 

redacted such confidential information from the public version of this petition and its 

attachments. Pursuant to Sections 2.41(f)(4) and 4.9(c) of the Commission’s Rules of 

Practice and Procedure, 16 C.F.R. § 2.41(f)(4) & 4.9(c) (2012), Respondents request that 

the non-public, confidential version of this petition and its attachments and the information 

contained herein be accorded confidential treatment. The confidential version of this 

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petition should be accorded such confidential treatment under 5 U.S.C. § 552 and Section 

4.10(a)(2) of the Commission’s Rules of Practice and Procedure, 16 C.F.R. § 4.10(a)(2) 

(2012). The confidential version of this petition is also exempt from disclosure under 

Exemptions 4, 7(A), 7(B), and 7(C) of the Freedom of Information Act, 5 U.S.C. §§ 

552(b)(4), 552(b)(7)(A), 552(b)(7)(B), & 552(b)(7)(C), and the Hart-Scott-Rodino 

Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a(h). 

Respondent SCI desires to complete the proposed divestiture of the 

Divestiture Assets as soon as possible, following Commission approval thereof. All 

conditions other than Commission approval and state approval have already been satisfied. 

MMLLC must obtain approval from the Florida Board of Funeral, Cemetery & Consumer 

Services. MMLLC expects to obtain this approval prior to Commission approval of this

petition, so that SCI and MMLLC are in a position to close the divestiture within a few 

days of Commission approval. Prompt consummation will further the purposes of the 

Decision and Order and is in the interests of the public, MMLLC, and the Respondents, 

because it will allow MMLLC to move forward with its business plans for the competitive 

operation of the Divestiture Assets. SCI accordingly requests that the Commission 

promptly commence the period of public comment pursuant to Section 2.41(f)(2) of the 

Commission’s Rules of Practice and Procedure, 16 C.F.R. § 2.41(f)(2) (2012), limit the 

public comment period to the customary 30-day period, and grant this petition by 

approving the divestiture of the Divestiture Assets to MMLLC pursuant to the abovereferenced ASA as soon as practicable after the close of the public comment period. 

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I. The ASA Is Final and Consistent with the Decision and Order’s Terms

The ASA with MMLLC complies with the requirements of Paragraph II of the 

Decision and Order.

Paragraph II.A of the Decision and Order requires the Respondents to divest the 

Divestiture Businesses (as defined in the Decision and Order) within 180 days of the date on 

which the Order is issued.1 Pursuant to this requirement, SCI diligently has sought buyers that 

would be acceptable to the Commission, through an extensive auction process that produced 

great interest in the properties. As noted above, on August 5, 2014, affiliates of SCI entered into 

the ASA with MMLLC, which requires SCI to sell the Divestiture Assets to MMLLC. The 

executed ASA is attached hereto as Confidential Exhibit A. 

Paragraph II.A.1 requires that the Respondents divest the Divestiture Assets, 

absolutely and in good faith. Pursuant to the ASA, MMLLC will acquire the Divestiture Assets. 

See ASA § 1.1. 

Paragraph II.B requires that Respondents divest the facilities in Miami, 

Florida, to no more than one Acquirer. These facilities are: (i) Funeraria Memorial Plan – 

San Jose, 250 East 4th Ave., Hialeah, FL 33010; (ii) Funeraria Memorial Plan – 

Westchester, 9800 SW 24th St., Miami, FL 33165; (iii) Branam Funeral Home, 809 N. 

Krome Ave., Homestead, FL 33030; (iv) Memorial Plan Flagler Memorial Park, 5301 W. 

Flagler St., Miami, FL 33134; and (v) Memorial Plan Miami Memorial Park, 6200 SW 77th

Ave., Miami, FL 33143. The ASA provides that MMLLC will acquire all of these 

facilities, satisfying Paragraph II.B of the Decision and Order. See ASA § 1.1.

Paragraph II.C.1.(e) of the Decision and Order provides that Respondents may use 

the trade name “Funeraria Memorial Plan” for a period of up to twelve months from the relevant 

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Divestiture Date, as that term is used in the Decision and Order, for the funeral homes located at 

1717 SW 37th Avenue, Miami, Florida 33145 and 7355 SW 117th Avenue, Miami, Florida 

33183. Pursuant to the ASA, SCI may utilize the trade name “Funeraria Memorial Plan” at these 

two funeral home locations for a period of up to twelve months from the Divestiture Date. See

ASA §5.28(b). 

Paragraph II.C.1.(f) of the Decision and Order provides that Respondents may use 

the trade name “Memorial Plan” for a period of up to twelve months from the relevant 

Divestiture Date, as that term is used in the Decision and Order, for the cemeteries located at 

14200 SW 117th Avenue, Miami, Florida 33186, 1301 NW Opa Locka Boulevard, Miami, 

Florida 33167, and 15000 West Dixie Highway, North Miami, Florida 33181. Pursuant to the 

ASA, SCI may utilize the trade name “Memorial Plan” at these three cemetery locations for a 

period of up to twelve months from the Divestiture Date. See ASA §5.28(a). 

MMLLC has acknowledged that the Divestiture Assets, together with MMLLC’s 

existing resources, enable MMLLC to operate the Divestiture Businesses as ongoing entities and 

that no other assets are needed from SCI to do so. See ASA § 4.4. 

* * * 

As demonstrated above and in the accompanying ASA, SCI has entered into an 

agreement relating to the divestiture of the Divestiture Assets that fully complies with the 

Commission’s Decision and Order with respect to the divestiture of these assets. Accordingly, 

Respondents hereby seek Commission approval of the proposed divestitures pursuant to 

Paragraph II.A of the Decision and Order. 

 1 The Commission issued the Order on April 29, 2014. 

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II. The Proposed Acquirer Will Be a Strong and Effective Competitor 

 A. Background 

The principals of MMLLC have extensive experience in acquiring and operating 

funeral homes and cemeteries, MMLLC has the financial wherewithal to make this acquisition, 

and the acquisition of the businesses in question by MMLLC will assure that those businesses 

remain strong and effective competitors in Miami, Florida. 

MMLLC is comprised of a group of accomplished death-care professionals and is 

led by Mr. Frank Bango, an experienced operator in the death care industry. Mr. Bango 

graduated in 1971 from The University of Florida School of Architecture with a Bachelor’s 

Degree in Building Construction. After working with a major construction company for several 

years, Mr. Bango joined American Funeral Services as Senior Vice President in 1987, and he 

served as a member of the Board until the time of sale to SCI in 1992. 

In 1992, Mr. Bango began serving as Market Manager for SCI Miami and later 

became Area Vice President for South Florida and Vice President for the State of Florida in 

1996. Until 1993, he was board member of both the ALPAR (Asociacion Latinoamericana de 

Parques Cementarios y Servicios Exequiales), an association that integrates people and 

companies linked to the funeral industry in the international environment, and the Florida 

Cemetery Association. In 1999, he moved to Madrid, Spain, where he served as Senior 

Managing Director for SCI Spain and Portugal, as well as President of SCI Latin America, which 

included Chile, Argentina, and Uruguay. 

From 2001 until the present, Mr. Bango has served as Senior Managing Director 

for SCI Hispana, responsible for various locations in California, Arizona, Texas, Florida, and 

Puerto Rico. In this role, Mr. Bango has been responsible for $200 million in revenues, 

dedicated mostly to Hispanic customers. His responsibilities included management of the five 

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funeral homes and cemeteries that comprise the Divestiture Assets. He is intimately familiar 

with the business and operations of these properties and is well situated to run them going 

forward.

In 1987, Mr. Bango created Memorial Plan as a brand designed to cater to the 

Latin families that predominantly characterize the Miami death care industry. In addition to Mr. 

Bango’s 27 years of experience, the proposed MMLLC senior management team has over 65 

years of experience in the death care industry. 

MMLLC’s objective is to use their experience in the death care industry, 

generally, and their expertise in the Miami market, specifically, to become a vital competitor in 

Miami. In order to be successful in the Miami area, MMLLC intends to organize and develop a 

large sales organization. This organization will consist of a sales manager with four assistant 

managers, a team of outside sales counselors, a team of in-house counselors, and a telemarketing 

department. MMLLC’s management has considerable experience in building a sales force with 

the SCI organization in Miami of more than 150 sales counselors, as well as a sales organization 

of over 500 counselors in the major U.S. and Latin American markets. 

B. Financial Capability

MMLLC will be capitalized with $3.5 million in cash, and it has acquired a 

$11,250,000 loan. This capital will go towards the purchase of the Divestiture Assets for 

$14,250,000 and $500,000 working capital. MMLLC has compiled projected balance sheets, 

income statements, and cash flow statements of Miami Memorial, LLC, until December 31, 

2016, in accordance with attestation standards established by the American Institute of Certified 

Public Accountants. These projections justified the loan amount for MMLLC’s acquisition of 

the Divestiture Assets.

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C. Operations Experience

As explained above, Mr. Bango and the members of the proposed management 

team for MMLLC have had long and successful careers in the death care industry, many of 

which have been dedicated to Miami, Florida. Specifically, MMLLC intends to retain several 

key employees currently working for SCI with responsibilities for the Divestiture Assets. 

MMLLC has sufficient operating expertise to not only ensure the continued 

competitiveness of the Divestiture Assets, but to enhance it. During years 2014 and 2015, 

MMLLC intends to invest in approximately $80,000 of property, plant and equipment. These 

additions are for the acquisition of cemetery accounting software, computers, furniture, and

related pieces of equipment.

III. The Proposed Divestiture Agreement Will Achieve the Purposes of the Decision and 

Order and Result in No Harm to Competition

The proposed divestiture of the Divestiture Assets, as embodied in the ASA, will 

achieve the purposes of the Decision and Order. The principals of MMLLC are experienced 

operators of funeral homes and cemeteries, with a proven track record of successfully operating 

and enhancing the funeral homes and cemeteries that they have played leading roles in acquiring. 

MMLLC enjoys a strong financial position that will enable it to complete this acquisition, 

continue the operation of the Divestiture Assets and enhance their competitiveness in the market 

for funeral and cemetery services. Combining the Divestiture Assets with MMLLC’s experience 

and financial wherewithal will ensure that the objectives of the Commission’s Decision and 

Order will be realized.

The proposed divestiture will result in no harm to competition. Neither MMLLC 

nor its principals currently compete in any market, as defined in the Commission’s Complaint, in 

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which the Divestiture Assets operate. 2 Consequently, there is no overlap between the operations 

of MMLLC and the Divestiture Assets, and the proposed divestiture does not raise any 

competitive issue. 

In sum, the proposed divestiture will remedy any alleged anticompetitive effects 

that could result from the Acquisition. The ASA will achieve the Commission's stated purposes 

of ensuring the continued use of the Divestiture Assets in the same business in which they were 

engaged at the time of the announcement of the Acquisition and remedying the lessening of 

competition as alleged in the Commission's Complaint. 

Conclusion 

For the foregoing reasons, the Respondents respectfully request that the 

Commission approve the proposed divestiture of the Divestiture Assets to MMLLC, as 

embodied in the ASA, as soon as practicable after expiration of the public comment period. 

Respectfully submitted, 

Amanda L. Wait 

Hunton & Williams LLP 

2200 Pennsylvania Ave, NW 

Washington, D.C. 20037 

Counsel for Respondents 

Dated: August 7, 2014 

2 Mr. Bango currently is employed by SCI, but will not continue his employment upon the acquisition of the 

Divestiture Assets. 

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CERTIFICATION OF SERVlCE CORPORATION INTERNATIONAL 

The facts and information related in the foregoing Petition, insofar as they pertain to Service 

Corporation International, its subsidiaries, and its assets, are, to the best of my knowledge, 

true, correct, and complete. 

Pursuant to28 U.S.C. § 1746.1 certifY under penalty of perj ury under the laws ofthe Un ited 

States of at the foregoing is true and correct. 

Business Development 

oration International 
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CERTIFICATION OF MIAMI MEMORIAL, LLC 

The facts and information related in the foregoing Petition, insofar as they pertain to Miami 

Memorial, LLC, their subsidiaries, and their assets, are, to the best of my knowledge, true, 

correct, and complete. 

Pursuant to 28 U.S.C. § 1746, I certify under penalty of perjury under the laws of the United 

States of America that the foregoing is true and correct. 

0 

Chief Executive Officer & Managing Member 

Miami Memorial, LLC 

42983.000035 EMF_US 51895397v2 11 
Confidential 

Exhibit A 

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