Dignity Finance seeks consents to amend 3.5456% notes due 2034

By Marisa Wong

Los Angeles, Aug. 7 – Dignity Finance plc announced a consent solicitation with respect to its £238,904,000 class A secured 3.5456% notes due 2034 (ISIN: XS1115295823), of which £154,709,452.32 is currently outstanding.

Dignity previously received consent from the noteholders to a disposal of seven selected crematoria assets. Some changes to the trust surplus regime in the issuer loan agreement and some operational flexibilities would become effective upon a £70 million minimum payment amount being received into the principal reserve account in connection with the disposal.

Under the current consent solicitation, the issuer is seeking to make the following amendments to the loan agreement:

• Amendments to contemplate further possible sources of funds to pay down the class A notes through the minimum payment amount, in order to unlock the pre-agreed covenant flexibilities and the existing 12-month deadline (for payment to be received into the principal reserve account to effect those amendments) to be extended to Dec. 29, 2024;

• Changes to allow for the immediate removal of what is currently limb (b) of the definition of “material adverse effect” and an amendment to the definition of debt service to allow for paydowns of the class A notes to be factored into the calculation of debt service on a pro forma basis as though such paydown (including that related to the minimum payment amount) took place at the start of the period to which the calculation relates; and

• Changes to reflect further structuring considerations around the proposed sale of the selected crematoria assets.

A meeting of noteholders will be held at 6 a.m. ET on Sept. 4 via teleconference.

Holders who do not wish to attend the meeting but wish to vote must take action by 11 a.m. ET on Aug. 30.

The issuer is offering a 0.75% consent fee. The deadline for being able to receive the instruction fee is 11 a.m. ET on Aug. 21.

The solicitation agent is NatWest Markets plc (+44 20 7678 5222; NWMLiabilityManagement@natwestmarkets.com).

The tabulation agent is Kroll Issuer Services Ltd. (+44 20 7704 0880; dignity@is.kroll.com; attn.: Owen Morris; https://deals.is.kroll.com/dignity).

Parent company Dignity plc is a Sutton Coalfield, England-based holding company. The company, along with its subsidiaries, provides funeral services.

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