UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 27, 2019
StoneMor Partners L.P.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-32270 | 80-0103159 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
3600 Horizon Boulevard Trevose, PA | 19053 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215)826-2800
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common Units | STON | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 | Regulation FD Disclosure. |
As previously reported, on June 27, 2019, StoneMor Partners L.P. (the “Partnership”) issued a press release announcing the consummation of debt and equity recapitalization transactions, changes to the composition to the General Partner’s board of directors and an investor call to be held on June 28, 2019 at 8:30 a.m. ET to discuss those transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form8-K. The Partnership is furnishing as Exhibit 99.2 to this Current Report on Form8-K presentation materials to be used in connection with such investor call, and such Exhibit 99.2 is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 incorporated by reference herein, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing made by the Partnership pursuant to the Securities Act of 1933, as amended, or the Exchange Act, other than to the extent that such filing incorporates any or all of such information by express reference thereto.
Item 8.01 | Other Events. |
As previously reported, on June 27, 2019 (the “Closing Date”), StoneMor Partners L.P. (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc. (collectively with the Partnership, the “Issuers”), certain direct and indirect subsidiaries of the Partnership (the “Guarantors”), the initial purchasers party thereto (the “Initial Purchasers”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) entered into an indenture (the “Indenture”) with respect to the 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 (the “Notes”). In addition, the Issuers, the Guarantors and the Collateral Agent entered into a Collateral Agreement dated the Closing Date (the “Collateral Agreement”) and the Issuers, the Guarantors party thereto and the Initial Purchasers entered into a Registration Rights Agreement (the “Notes Registration Rights Agreement”). The Partnership is filing this Current Report on Form8-K in order to file the Indenture (including the form of Notes), the Collateral Agreement and the Notes Registration Rights Agreement as exhibits.
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Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
* | Filed herewith. |
** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 27, 2019 | STONEMOR PARTNERS L.P. | |||
By: | StoneMor GP LLC | |||
its general partner | ||||
By: | /s/ Garry P. Herdler | |||
Garry P. Herdler Senior Vice President and Chief Financial Officer |