PUBLIC VERSION 

UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

In the Matter of 

Service Corporation International, 

a corporation, and 

Stewart Enterprises, Inc., 

a corporation 

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Docket No. C-4423 

File No. 131 0163 

MAY 0 7 2014 

SECRETARY 

PETITION OF RESPONDENTS FOR APPROVAL OF PROPOSED 

DIVESTITURE OF CERTAIN ASSETS OF THE DIVESTITURE BUSINESSES 

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

("Commission") Rules of Practice and Procedure, 16 C.F.R. § 2.4l(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 NorthStar Memorial Group, LLC ("NorthStar" or, collectively with its 

subsidiaries and affiliates, the "NorthStar Group") of the Divestiture Businesses that 

include the following facilities: 

Ui.vestltl!re Hl!sigess Address qty sillte 

Clairemont Mortuary 4266 Mt Abernathy Avenue San Diego CA 

Greenwood Memorial Park 4300 Imperial Avenue San Diego CA 

Crematory 

Greenwood Memorial Park & 4300 Imperial Avenue San Diego CA 

Mortuary 

Greenwood Memorial Park 4300 Imperial Avenue San Diego CA 

Moss Feaster Funeral Home and 693 South Belcher Road Clearwater FL 

Cremation Services 
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Moss Feaster Funeral Home and 1320 Main Street Dunedin FL 

Cremation Services 

Woodlawn Memory Gardens I 0 I 58th Street South St. Petersburg FL 

Memorial Park Funeral Home 5750 49th Street North St. Petersburg FL 

& Cemetery 

Grace Memorial Gardens and 17007 US Highway 19 North Hudson FL 

Funeral Home 

Grace Memorial Gardens and 16931 US Highway 19 North Hudson FL 

Funeral Home 

Boza & Roe! Funeral Home 4730 North Armenia Avenue Tampa FL 

Sunset Funeral Home and 11005 NUS Highway 301 Thonotosassa FL 

Memory Gardens 

South Park Funeral Home and 1310 North Main Street Pearland TX 

Cemetery 

San Jacinto Memorial Park and 14659 East Freeway Houston TX 

Funeral Home 

Restland Cemetery 13005 Greenville Avenue Dallas TX 

Restland Funeral Home 13005 Greenville Avenue Dallas TX 

Subject to the Commission's approval of this petition, the Divestiture 

Businesses associated with these facilities (as defined in the Decision and Order, and 

hereinafter collectively referred to as the "Divestiture Assets") will be sold to NorthStar 

pursuant to the Asset Sale Agreement dated May 3, 2014, by and among NorthStar and 

affiliates of SCI (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 

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PUBLIC VERSION 

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 NorthStar, 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 2.4l(f)(4) and 4.9(c) of the Commission's Rules of 

Practice and Procedure, 16 C.F.R. § 2.4l(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 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. § I Sa(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, state approval, and those customarily satisfied 

at closing have already been satisfied. In each of Florida, California, and Texas, 

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PUBLIC VERSION 

applications must be made to the appropriate state agency for licensure under the state 

laws. The applications for three cemeteries in Texas and the cemetery and two funeral 

homes in California are pending. No pre-closing applications are required for the funeral 

homes in Texas. NorthStar received approval from the State of Florida on March 6, 2014, 

such approval conditioned upon submission to the State of a fully executed copy of the 

definitive purchase agreement. NorthStar believes the remaining state approvals will be 

received within sixty (60) days so that SCI and NorthStar are in a position to close the 

divestiture within a few days of Commission approval. 

Prompt consummation wi II further the purposes of the Decision and Order 

and is in the interests of the public, NorthStar, and the Respondents, because it will allow 

NorthStar 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 2.4l(f)(2) of the Commission's Rules of 

Practice and Procedure, 16 C.F.R. § 2.4l(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 NorthStar 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 

which the Order is issued1 Pursuant to this requirement, SCI has diligently sought buyers that 

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

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

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great interest in the properties. As noted above, on May 3, 2014, aftiliates of SCI entered into 

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

executed ASA is attached hereto as Confidential Exhibit A. 

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

Decision and Order: 

Paragraph !I.A. I requires that the Respondents divest the Divestiture Assets, 

absolutely and in good faith. Pursuant to the SPA, NorthStar will acquire the Divestiture 

Assets. See ASA § 1.1. 

Paragraph ll.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. SCI is 

granting rights to the AFT system as requested by NorthStar. See ASA §5.5(c). 

Paragraph ll.B requires that Respondents divest the funeral homes and cemeteries 

in San Diego, California, to no more than one Acquirer. These facilities are (i) Clairemont 

Mortuary, 4266 Mt. Abernathy Avenue, San Diego, California 92117 and (ii) Greenwood 

Memorial Park and Mmtuary, 4300 Imperial Avenue, San Diego, California 92113. The ASA 

contemplates that NorthStar will acquire all of these facilities, satisfying this requirement. See 

ASA § 1.1. 

Paragraph ll.B requires that Respondents divest the funeral homes and cemeteries 

in Clearwater/St. Petersburg, Florida, to no more than one Acquirer. These facilities are (i) Moss 

Feaster Funeral Home, 1320 Main Street, Dunedin, Florida 34698, (ii) Moss Feaster Funeral 

Home, 693 South Belcher Road, Clearwater, Florida 33764, (iii) Woodlawn Memory Gardens, 

I 0 I 58'h Street South, St. Petersburg, Florida 33707, and (iv) Memorial Park Funeral Home & 

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Cemetery, 5750 49th Street North, St. Petersburg, Florida 33709. The ASA contemplates that 

NorthStar will acquire all of these facilities, satisfying this requirement. See ASA § 1.1. 

Paragraph Il.B requires that Respondents divest the funeral homes and cemeteries 

in Houston, Texas, to no more than one Acquirer. These facilities are (i) South Park Funeral 

Home and Cemetery, 1310 North Main Street, Pearland, Texas 77518 and (ii) San Jacinto 

Memorial Park and Funeral Home, 14659 East Freeway, Houston, Texas 77015. The ASA 

contemplates that NorthStar will acquire all of these facilities, satisfying this requirement. See 

ASA § 1.1. 

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

"Moss Feaster" trade name for the funeral homes located at 13401 Indian Rocks Road, Largo, 

Florida 33774 and 2550 Highlands Boulevard North, Palm Harbor, Florida 34684. Pursuant to 

the ASA, SCI can use the trade name for 12 months following the closing provided that SCI 

designate the location ofthe business in the name in order to avoid confusion. See ASA § 5.22. 

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

"Restland" trade name for the funeral home located at 400 South Freeport Parkway, Coppell, 

Texas 75019. Pursuant to the ASA, SCI can use the trade name for 12 months following the 

closing provided that SCI designate the location of the business in the name in order to avoid 

confusion. See ASA § 5.22. 

NorthStar has acknowledged that the Divestiture Assets, together with the 

NorthStar's existing resources, enable NorthStar to operate the Divestiture Businesses as 

ongoing entities and that no other assets are needed from SCI to do so. See ASA § 4.6. 

* * * 

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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, 

the Respondents hereby seek Commission approval of the proposed divestitures pursuant to 

Paragraph ll.A of the Decision and Order. 

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

A. Background 

NorthStar has extensive experience in acquiring and operating funeral homes and 

cemeteries, has the financial wherewithal to make this acquisition, and the acquisition of the 

businesses in question by NorthStar will ensure that those businesses remain strong and effective 

competitors in San Diego, California; Clearwater/St. Petersburg, Florida; Tampa, Florida; 

Houston, Texas; and Dallas, Texas. The Commission recognized NorthStar's experience and 

competitiveness in the death care industry in 2007 when it approved NorthStar as a buyer of the 

divestiture assets in relation to SCI's acquisition of Alderwoods Group, Inc. 2 

NorthStar Memorial Group, LLC was founded in 2004 by W. Mark Hamilton. 

Mr. Hamilton has served as President and Chief Executive Officer since NorthStar's inception. 

NorthStar completed its first acquisition in September 2004 in Decatur, Illinois. In 2007, it 

acquired businesses in Florida and Tennessee as a result of certain divestitures that were part of 

SCI's acquisition ofthe Alderwoods Group. 

As of December 31, 2013, NorthStar owned and operated I funeral home and 

cemetery locations in eight states 

2 See FTC Files Electricity Transmission Comments with PERC; Commission Approves Proposed Divestitures by 

Service Corporation International, et al.; FTC Approves Final Consent Order in Matter of United Launch Alliance, 

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PUBLIC VERSION 

. Of the I funeral home and cemetery locations, I are funeral 

homes and I are cemeteries. Many of the businesses • are operated as combination 

facilities. In addition, NorthStar manages cremation businesses owned by an affiliate inIn 2013, NorthStar conducted over- funeral calls, 

-interments, and employed over- individuals. 

NorthStar emphasizes maintaining the highest professional standards in the 

industry while focusing on pre-need sales and marketing with the intent that its locations are 

modern, flexible, and committed to responding to ever-changing customer preferences. 

NorthStar has a good record with the regulators that supervise its funeral home and cemetery 

operations. In each state in which NorthStar operates, the cemeteries file annual reports and are 

subject to audit by the state each year. Similarly, the management of the NorthStar Group's trust 

funds is reviewed by the state agency or department with the relevant oversight authority. These 

reports, audits and reviews have not resulted in any regulatory concerns or further inquiry. 

Indeed, the regulators have found that the company meets its legal obligations, and the company 

and its affiliates are not under investigation by any regulator. 

Moreover, the Commission has recognized NorthStar's superior operating and 

financial viability in approving NorthStar as a buyer for divestiture assets in another matter. In 

2007, the Commission approved NorthStar as a purchaser for I 7 funeral homes and cemeteries in 

Florida and Tennessee in relation to SCI's acquisition of Alderwoods Group, Inc. Furthermore, 

in each of California, Florida, Illinois, and Tennessee, NorthStar's acquisitions received prior 

approval by the state regulatory agency. In California and Florida, this included comprehensive 

background and security checks on NorthStar's management. 

at http://www ftc.gov/news-events/press-releases/2007/0 5/ftc-files-electricity-transmission-comments-ferccommission. 

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PUBLIC VERSION 

B. Financial Capability 

NorthStar intends to pay the purchase price for the Divestiture Assets -

. NorthStar is 

wholly owned by NorthStar Evergreen, LLC ("NS-Evergreen"). NS-Evergreen has five 

members. The members of NS-Evergreen have committed up to in equity 

contributions to consummate the transactions contemplated herein. In addition, NorthStar has a 

senior credit facility with-· as Administrative Agent. The senior credit facility has 

over--in undrawn capacity as of the date hereof. 

As a result, NmthStar has sufficient available capital to consummate the 

acquisition of the Divestiture Assets as well as improve facilities and properties consistent with 

its business plan. 

C. Operations Experience 

NorthStar's senior management includes three individuals with extensive 

experience in the death care industry: William H. Hamilton, Brian Sullivan, and Mark Shinder. 

All three will be active in the Divestiture Assets. 

William M. Hamilton, President and Chief Executive Officer, has more than 

24 years of experience in the funeral and cemetery industry in a broad range of executive roles. 

Today, Mr. Hamilton serves as the President and Chief Executive Officer of NorthStar, which he 

co-founded in 2004. From 1998 to 2002, he was responsible for Nmih American Pre-Need Sales 

for SCI with direct responsibility of more than 5,000 employees, including 700 sales managers, 

and annual sales in excess of $1 billion. From 1993 to 1998, Mr. Hamilton served as Chief 

Financial Officer- International Operations for SCI, where he was responsible for all aspects of 

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PUBLIC VERSION 

financial reporting of businesses with more than $600 million in annual sales by 1998. Mr. 

Hamilton began his career with SCI in 1990 as Director, Corporate Development. 

Brian Sullivan, Executive Vice President and Chief Operating Officer, has 

over 25 years of experience in the death care industry in a wide variety of sales and operational 

management roles. Mr. Sullivan has managed small, individual cemeteries for sales and 

marketing purposes, and he has also served as a Senior Vice President of Sales for the Florida 

region of SCI, managing over 200 individual funeral homes and cemeteries. Over the years, Mr. 

Sullivan's responsibilities have included everything from one-on-one customer interactions to 

overseeing sales, funeral, administrative and operations staffs of as many as I ,500 employees. 

Mr. Sullivan is a 1986 graduate of the University of South Florida with a B.A. in Mass 

Communications. 

Mark Shinder, Executive Vice President and Chief Financial Officer, joined 

NorthStar in 2006. Prior to joining NorthStar, Mr. Shinder served as a Director in Deutsche 

Bank's Valuation and Investment Strategy Group where he researched and designed investment 

strategies for institutional clients as well as structured and derivative products. Before joining 

Deutsche Bank, Mr. Shinder served as a senior advisor to corporate executives for over ten years, 

specializing in business strategy, corporate finance and valuation. Mr. Shinder served as a 

Senior Vice President and Principal at Stern Stewart & Co. and Senior Manager at Marakon 

Associates. While at Stern Stewart, Mr. Shinder advised senior management of SCI on a variety 

of strategic, organizational and financial issues from 1997 to 1999. He was involved in design 

and implementation of the EVA (Economic Value Added) financial management system and 

innovative compensation plans at SCI, and he assisted financial officers at SCI in using EVA to 

measure financial performance, set goals and allocate capital. Mr. Shinder graduated magna cum 

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laude from New York University's Stern School of Business with dual B.S. degrees m 

accounting and Finance and earned his MBA degree at Columbia Business School. 

The Senior Executives of NmthStar do not have any present employment or 

business relationship with SCI and have no knowledge of any professional, business, or 

employment relationships between NorthStar employees and SCI. 

The NorthStar Group has been presented a list of employees by location for each 

of the Divestiture Assets. The NorthStar Group anticipates offering employment to most current 

employees but continues its due diligence in this regard. NorthStar's anticipated comprehensive 

offering of employment would be consistent with all of its industry acquisitions completed to 

date, whereby NorthStar offered employment to most employees of the acquisition targets, with 

the vast majority of those employees accepting such employment. 

NorthStar expects to utilize its significant operating expertise not only to ensure 

the continued competitiveness of the Divestiture Assets but to enhance their competitiveness and 

profitability. Such enhancements will contribute to greater competition and superior customer 

service in all markets in which the Divestiture Assets are located. 

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. NorthStar is an experienced operator of funeral 

homes and cemeteries, with a proven track record of successfully operating and enhancing the 

funeral homes and cemeteries that it has acquired in the past. NorthStar 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 markets for funeral and cemetery services. 

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PUBLIC VERSION 

Combining the Divestiture Assets with NorthStar's experience and financial wherewithal will 

ensure that the objectives of the Commission's Decision and Order will be realized. 

The proposed acquisition of the Divestiture Assets does not present any 

competitive concerns because the Divestiture Assets do not compete with NorthStar's current 

locations. A complete list of the facilities o·wned and/or operated by NorthStar is included in 

Confidential Exhibit B. 

The proposed acquisition by NorthStar does not raise any competitive concerns in 

Texas. NorthStar owns no funeral home or cemetery assets in Dallas or Houston, Texas, where 

the to-be-acquired facilities are located. 

Similarly, the proposed acquisition does not raise any competitive concerns in 

Florida. Viewing the St. Petersburg/Clearwater/Tampa, Florida area broadly, NorthStar owns 

just one small cemetery, Skyway Memorial Gardens, located in Palmetto, Florida. This 

cemetery is over a 20-mile drive from the nearest to-be-acquired Divestiture Business, which is 

Woodlawn Memory Gardens in St. Petersburg, Florida. Skyway Memorial Gardens is on the 

other side of Tampa Bay from the to-be-acquired Divestiture Assets in both Tampa and St. 

Petersburg and does not compete with facilities in those cities. All other to-be-acquired 

Divestiture Businesses range from 24 to 76 miles north of Skyway Memorial Gardens. 

Moreover, the proposed acquisition does not raise any competitive concerns in 

Southern California. NorthStar currently manages operations of only one facility in San Diego: 

Smart Cremation San Diego, 7709 Convoy Court, San Diego, CA 92111, which is owned by an 

affiliate of NorthStar. This is a storefront, direct cremation provider that does not own a 

crematory, cemetery, or funeral home. By contrast, the to-be-acquired Divestiture Business 

assets in San Diego-Clairemont Mortuary and Greenwood Memorial Park & Mortuary-are a 

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PUBLIC VERSION 

full-service funeral home and combination facility, respectively. Moreover, Greenwood 

Memorial Park & Mortuary is over 10 miles away from NorthStar's Smart Cremations 

storefront, in a completely different pmi of San Diego. Accordingly, NorthStar's acquisition of 

the Divestiture Assets should not raise any competitive concerns. 

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 NorthStar, 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 

(202) 955-1502 

Counsel for Respondents 

Dated: May 7, 2014 

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PUBLIC VERSION 

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 of the United 

States of ~at the toreeoing is true and correct. 

-~···~?"'···"'!-· '" -···~··"-'"'""' 

John Faul 

Vice P · side~Business Development 

Servi e C<;Wfloration International 

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PUBLIC VERSION 

CERTIFICATION OF NORTHSTAR MEMORIAL GROUP. LLC 

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

NorthStar Memorial Group, 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. 

Wffiiam M. Hamilt~~ 

President and Chief Executive Officer 

NotthStar Memorial Group, LLC 

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Confidential 

Exhibit A 

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Confidential 

Exhibit B 

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