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 APPROVAL OF PROPOSED DIVESTITURE 

 

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 Cole & Garrett LLC (“Cole & Garrett”) of the Divestiture Business that 

includes the following facility: Cole & Garrett Funeral Home, 127 North Main Street, 

Goodlettsville, Tennessee 37072. 

The Divestiture Business associated with this facility (as defined in the 

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

will be sold to Cole & Garrett pursuant to the Asset Sale Agreement dated March 24, 2014, 

by and among Cole & Garrett and an affiliate of SCI (the “ASA”). 

PUBLIC VERSION 
 

2 

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 Consent 

Agreement is presently before the Commission for final approval and issuance of the orders 

contained therein. 

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 Cole & Garrett, cause 

harm to the ongoing competitiveness of the Divestiture Assets, and impair the 

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 petition should be accorded such confidential treatment under 5 

PUBLIC VERSION 
 

3 

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-ScottRodino 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 those customarily satisfied at closing have 

already been satisfied, so that SCI and Cole & Garrett 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, Cole & Garrett, 

and Respondents because it will allow Cole & Garrett 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 Cole & Garrett pursuant to 

the above-referenced ASA as soon as practicable after the close of the public comment 

period. 

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

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 

PUBLIC VERSION 
 

4 

which the Order is issued.1 Pursuant to this requirement, SCI has diligently 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 March 24, 2014, an affiliate of SCI entered 

into the ASA with Cole & Garrett, which requires SCI to sell the Divestiture Assets to Cole & 

Garrett. The executed ASA is attached hereto as Confidential Exhibit A. 

The ASA with Cole & Garrett complies with the requirements of Paragraph II of 

the Decision and Order. 

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

absolutely and in good faith. Pursuant to the ASA, Cole & Garrett will acquire the Divestiture 

Assets. See ASA § 1.1. 

Paragraph II.A.2 of the Decision and Order requires Respondent to grant a 

License to all Retained Intellectual Property that will permit the Acquirer to operate the relevant 

Divestiture Business in substantially the same manner as Respondents. Cole & Garrett has all 

the intellectual property it needs to operate the Divesture assets in substantially the same manner 

as Respondents. 

Paragraph II.C of the Decision and Order provides that Respondents may use the 

“Cole & Garrett” trade name for the funeral homes located at 212 Highway 76, Whitehouse, 

Tennessee 37188, and 182 West Main Street, Hendersonville, Tennessee 37075. The ASA does 

not include a license to SCI as contemplated by this Paragraph. 

Cole & Garrett has acknowledged that the Divestiture Assets, together with Cole 

& Garrett’s and Family Legacy’s existing resources, enable Cole & Garrett to operate the 

 

1

 The Commission has not yet issued the Order as final. 

PUBLIC VERSION 
 

5 

Divestiture Business as an ongoing entity 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. 

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

 A. Background 

Cole & Garrett’s owner, William Gregory, has extensive experience in acquiring 

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

acquisition, and the acquisition of the Divestiture Assets by Cole & Garrett should provide the 

assurance that the business will remain a strong and effective competitor in Goodlettsville, 

Tennessee.

Cole & Garrett is wholly owned and operated by William Gregory, who formed 

Cole & Garrett for the purpose of acquiring and operating certain funeral homes, including the 

Divestiture Assets. Mr. Gregory also owns Family Legacy LLC, the Tennessee limited liability 

company under which Cole & Garrett will operate. Mr. Gregory has worked in the cemetery and 

funeral home industry for 34 years. He currently owns (through various limited liability 

companies) three funeral homes and five cemeteries, and he directly manages another funeral 

home and cemetery (Harpeth Hills Memory Gardens & Funeral Home, owned by the Crowe 

PUBLIC VERSION 
 

6 

Marital Trust and the Crowe Residual Trust).2 Additional information regarding the abovereferenced funeral homes and cemeteries is available at www.afamilylegacy.com. 

Mr. Gregory operated Harpeth Hills Funeral Home and Memory Gardens for 

many years. He started and constructed the Harpeth Hills Funeral Home in 1990 prior to starting 

his own funeral home in 1994. In 2002, he acquired his first cemetery from SCI and 

subsequently constructed a funeral home on the property. In 2004, he purchased three 

cemeteries (Crestview Memorial Gardens, Sumner County Memory Gardens, and Robertson 

County Memorial Gardens) and constructed a funeral home on the Crestview property; Mr. 

Gregory continues to operate these facilities. In 2013, he acquired a cemetery (Joelton Hills 

Memory Gardens) from the trusts that own Harpeth Hills Funeral Home and Memory Gardens. 

The entire organization (consisting of three limited liability companies, a Subchapter S 

corporation, and the Crowe Marital Trust and Crowe Residual Trust) owned and/or managed by 

Mr. Gregory has approximately 70 employees. Collectively, these facilities provided 

cemetery interments and had calls during calendar year 2012. Total 2012 combined 

revenues were over . 

Mr. Gregory has built a strong management team enabling him to manage his 

existing funeral homes and cemeteries at the highest level of industry standards. The Tennessee 

Department of Insurance and Commerce frequently refers other funeral and cemetery 

 

2

 The three LLCs and one Subchapter S corporation controlled by Mr. Gregory and the trust managed by him are as 

follows: 

1. West Harpeth Funeral Home LLC, which owns West Harpeth Funeral Home and Crematory; 

2. Hendersonville Memory Gardens LLC, which owns Hendersonville Funeral Home and Memory Gardens; 

3. Crestview Memory Gardens LLC, which owns Crestview Funeral Home, Memory Gardens and Cremation, 

Sumner County Memorial Gardens, and Robertson County Memorial Gardens; 

4. Joelton Hills Memory Gardens, Inc., which owns Joelton Hills Memory Gardens; and 

5. Crowe Marital Trust and Crow Residual Trust, which own Harpeth Hills Memory Gardens and Funeral 

Home. 

PUBLIC VERSION 
 

7 

establishments to Mr. Gregory for assistance in the proper management of their businesses and in 

compliance with state regulations. 

 B. Financial Capability 

Pinnacle Financial Partners provided a letter establishing a 

borrowing capacity for the purposes of acquiring properties in the SCI/Stewart Enterprises 

offerings. The security for this borrowing capacity was the excess valuation of the owned 

funeral homes and cemeteries above the current debt of . Thus the total market 

valuation of the Family Legacy LLC was . Current debt to equity is . The 

funding for this acquisition will be 

 . 

Family Legacy has a strong banking relationship with Pinnacle Financial Partners. 

Family Legacy’s experience of producing successful business startups and acquisitions has 

further established Family Legacy as a creditworthy banking partner. Family Legacy currently 

has no debt covenants with Pinnacle Financial Partners. 

Cole & Garrett plans to spend to upgrade the facilities of the Divestiture 

Assets. Such improvements will include: 

 

 Moreover, Cole & Garrett plans to 

 

 C. Operations Experience 

In addition to Mr. Gregory, Family Legacy has a superior leadership team 

composed of Gregg Accas, Chief Financial Officer; Cindy Foree, Chief Operating Officer; Kevin 

Armistead, Vice President of Grounds; and Rodney Edwards, Development. In addition to Mr. 

PUBLIC VERSION 
 

8 

Gregory’s 34 years in the death care industry, the remaining management team represents over 

80 years of experience in the death care industry. 

Beyond the management team members, Family Legacy has maintained a low 

employee turnover rate, which is further testament to the high level of experience and superior 

treatment that defines the entire Family Legacy organization. Family Legacy would expect this 

low turnover to continue at the Divestiture Assets. 

Cole & Garrett plans to 

 . 

Family Legacy LLC (through its various limited liability companies and 

Subchapter S corporation) has proven its ability to purchase and improve cemeteries as well as 

build and operate funeral homes. Family Legacy intends to improve the competitive position of 

the Divestiture Assets. For example, Cole & Garrett management have communicated with the 

Garrett family, founders of Cole & Garrett, and anticipate increased calls based upon this 

renewed relationship. Members of the Garrett family have agreed to attend visitations and 

funerals of key community families and to assist Cole & Garrett with development of strategic 

marketing initiatives to reestablish Cole & Garrett – Goodlettsville as the preeminent funeral 

service provider in the area. Moreover, Family Legacy believes that it can increase call volume 

at the Divestiture Assets by involving the funeral directors in community affairs and will provide 

incentives (such as paid attendance time, payment of dues, and other community-related 

expenditures) for their participation. 

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. William Gregory and Family Legacy are 

PUBLIC VERSION 
 

9 

experienced operator of funeral homes and cemeteries with a proven track record of successfully 

operating and enhancing the funeral homes and cemeteries that they have acquired in the past. 

William Gregory and Family Legacy through Cole & Garrett enjoys a strong financial position 

that will enable Cole & Garrett to complete this acquisition, continue the operation of the 

Divestiture Assets and enhance their competitiveness for funeral services. Combining the 

Divestiture Assets with William Gregory and Family Legacy’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. Family Legacy 

LLC and/or William Gregory currently owns/operates the following seven facilities: 

1. Harpeth Hills Memory Gardens Funeral Home & Cremation Center, 9090 Highway 100, 

Nashville, TN 37221 (operates) 

2. Crestview Funeral Home, Memory Gardens & Cremation, 1623 Highway 109 N, 

Gallatin, TN 37066 (owns) 

3. Hendersonville Memory Gardens, Funeral Home, & Cremation Center, 353 Johnny Cash 

Parkway, Hendersonville, TN 37075 (owns) 

4. West Harpeth Funeral Home & Crematory, 6962 Charlotte Pike, Nashville, TN 37209 

(owns) 

5. Robertson County Memorial Gardens, 4005 Memorial Blvd., Springfield, TN 37172 

(owns) 

6. Sumner Memorial Gardens, 420 Albert Gallatin Rd., Gallatin, TN 37066 (owns) 

7. Joelton Hills Memory Gardens, 6216 Clarksville Pike, Joelton, TN 37080 (owns) 

Family Legacy does not currently compete in Goodlettsville, Tennessee, and the 

other facilities owned by Family Legacy are sufficiently removed from Goodlettsville, such that 

no competitive overlap will be created by the proposed acquisition of the Divestiture Assets. 

Consequently, the proposed acquisition of the Divestiture Assets 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 

PUBLIC VERSION 
PUBLIC VERSION 

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 forego ing reasons, the Respondents respectfu ll y requ est that the 

Commission approve the proposed divestitu re of the Divestiture Assets to Co le & Garrett, 

as embod ied in the ASA, as soon as practicable after exp iration of the pub lic comment 

period. 

Respectfu ll y subm itted, 

Amanda L. Wait 

Hunton & Williams LLP 

2200 Pennsylvania Ave, NW 

Washington, D.C. 20037 

(202) 955-1502 

Counsel for Respondents 

Dated: March 24, 20 14 

10 
PUBLIC VERSION 11

CERTIFICATION OF SERVICE 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 to 28 U.S.C. § 1746, I certify under penalty of perjury under the laws ofthe United 

States of nca at the foregoing is true and correct. 

Business Development 

oration International 
12

PUBLIC VERSION
Confidential 

Exhibit A 

PUBLIC VERSION