STONEMOR PARTNERS LP (Form: 8-K, Received: 12/31/2019 16:16:49)

Date: December 31, 2019

STONEMOR PARTNERS L.P.

By: StoneMor Inc.

its general partner

/s/ Austin K. So

Austin K. So

Senior Vice President, Chief Legal Officer and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-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): December 31, 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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Rule 12b-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. ☐

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

Item 1.01

Entry into a Material Definitive Agreement.

In connection with the consummation of the transactions described in Item 2.01 below, on December 31, 2019, StoneMor Inc., a Delaware corporation (fka StoneMor GP LLC, prior to the Conversion (as defined below)) (the “Company”), StoneMor Partners L.P., a Delaware limited partnership (“StoneMor” or the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Cornerstone” and, collectively with the Partnership, the “Issuers”), certain direct and indirect subsidiaries of the Partnership (the “Guarantors”) and Wilmington Trust, National Association, as trustee, entered into the First Supplemental Indenture (the “Supplemental Indenture”) to the indenture dated June 27, 2019 (the “Indenture”) with respect to the 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 (the “Notes”). Pursuant to the terms of the Supplemental Indenture, StoneMor Inc. became a guarantor of the Issuers’ joint and several obligations under the Notes and the Indenture on a joint and several basis with the other Guarantors and agreed to be bound by the provisions of the definition of the term “C-Corporation Conversion” and the provisions of Section 8.05(k) of the Indenture to the extent they relate to StoneMor Inc.

The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this report and incorporated by reference herein.

Item 2.01

Completion of Acquisition or Disposition of Assets.

On December 31, 2019, StoneMor and certain of its affiliates completed the previously announced reorganization transaction pursuant to that certain Merger and Reorganization Agreement, dated as of September 27, 2018 (as amended to date, the “Merger Agreement”), by and among the Partnership, StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP,” when referring to the company prior to the Conversion (as defined below)), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of GP (“GP Holdings”), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of GP (“Merger Sub”), pursuant to which, among other things, the Partnership became a wholly-owned subsidiary of the converted GP. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

Pursuant to the terms of the Merger Agreement, on the Closing Date: (a) GP Holdings contributed the 2,332,878 Common Units owned by it (the “GP Holdings’ Common Units”) to GP and immediately following receipt thereof, GP contributed the GP Holdings’ Common Units to StoneMor LP Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of GP (“LP Sub,” and such contributions, collectively, the “Contribution”); (b) GP converted into a Delaware corporation (the “Conversion”) named “StoneMor Inc.” (the “Company”) and all of the limited liability company interests of GP held by GP Holdings prior to the Conversion were cancelled in accordance with the Merger Agreement; and (c) Merger Sub merged with and into the Partnership (the “Merger”) with the Partnership surviving and with the Company serving as its sole general partner and LP Sub serving as its sole holder of Common Units, and each Outstanding Common Unit (other than those held by LP Sub) and Preferred Unit was converted into the right to receive one share of common stock, par value $0.01 per share, of the Company (the “Company Shares”).

At the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of the Company, the Partnership, Merger Sub, LP Sub or any holder of Common Units or Preferred Units:

•

Each Outstanding Common Unit, including Phantom Units treated as Common Units pursuant to the Merger Agreement, but excluding any Common Units held by LP Sub, and each Outstanding Preferred Unit was converted into the right to receive one Company Share (collectively, the “Merger Consideration”).

•

All Common Units (excluding any Common Units held by LP Sub) and Preferred Units, when converted as a result of and pursuant to the Merger, ceased to be outstanding and were automatically canceled and ceased to exist. At the Effective Time, each holder of a certificate representing Common Units (a “Certificate”) and each holder of non-certificated Common Units or Preferred Units represented by book-entry (“Book-Entry Units”), other than LP Sub, ceased to be a unitholder of the Partnership and (except as otherwise set forth in the Merger Agreement) ceased to have any rights with respect thereto, except the right to receive (A) such holder’s portion of the Merger Consideration and (B) any distributions in accordance with the terms of the Merger Agreement, in each case, to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Unit in accordance with the terms of the Merger Agreement without interest.

•

All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time were converted into and became limited partner interests in the Partnership as the surviving entity, such that following the Effective Time, LP Sub became the sole holder of Common Units of the Partnership.

•

The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time remained outstanding and unchanged subject to such changes as are set forth in the Partnership Agreement, and the Company continues as the sole general partner of the Partnership.

•

The Incentive Distribution Rights issued and outstanding immediately prior to Effective Time remained outstanding and unchanged subject to such changes as are set forth in the Partnership Agreement, and the Company continues to own 100% of the Incentive Distribution Rights.

•

All of the limited liability company interests of GP were cancelled.

As a result of the completion of the foregoing transactions contemplated by the Merger Agreement, including the Contribution, Conversion and Merger, the Company issued an aggregate of approximately 94.4 million Company Shares to holders of Common Units and Preferred Units on the Closing Date. The Common Units were suspended from trading on the New York Stock Exchange (“NYSE”) prior to the open of trading on January 2, 2020, and the Company Shares began trading on the NYSE under the same ticker symbol “STON” on January 2, 2020.

The description of the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibits 2.1 through 2.4 of this Current Report on Form 8-K. This summary is not intended to modify or supplement any factual disclosures about the Company or the Partnership, and should not be relied upon as disclosure about the Company or the Partnership without consideration of the periodic and current reports and statements that the Company and the Partnership file or have filed with the SEC. The terms of the Merger Agreement govern the contractual rights and relationships between, and allocate risks among, the parties thereto in relation to the transactions contemplated thereby. In particular, the representations and warranties made by the parties to each other in the Merger Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules to the Merger Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as statements of fact.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Prior to the Merger, the Partnership’s Common Units were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the NYSE. In connection with the consummation of the Merger, the NYSE was notified that each outstanding Common Unit was converted into the right to receive a Company Share, subject to the terms and conditions of the Merger Agreement. The Partnership requested that the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the delisting of the Common Units.

The Common Units will be suspended from trading on the NYSE prior to the open of trading on January 2, 2020. The Partnership expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the Partnership’s Common Units, and suspend the reporting obligations under Sections 12(g) and 15(d) of the Exchange Act of the Partnership.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to the Rights of Security Holders.

The information set forth under Item 2.01 and 3.01 is incorporated into this Item 3.03 by reference.

Item 5.01

Change in Control of Registrant.

Upon the effective time of the Merger, a change in control of the Partnership occurred and all of the Partnership’s Common Units are now beneficially owned by the Company.

The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger, on December 31, 2019, all directors and executive officers of the General Partner became the directors and executive officers of the Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, on December 31, 2019, the Board of Directors of the Company approved the amendment and restatement of the Partnership’s agreement of limited partnership.

See the full text of the Partnership’s Fourth Amended and Restated Agreement of Limited Partnership, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01

Regulation FD.

On December 31, 2019 the Partnership issued a press release announcing the completion of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01

Financial Statements and Exhibits

Exhibits


Exhibit Number		Description

2.1		Merger and Reorganization Agreement, dated September 27, 2018, by and among StoneMor Partners L.P., StoneMor GP Holdings LLC, StoneMor GP LLC and Hans Merger Sub, LLC (incorporated by reference to Exhibit 10.75 of Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2019)

3.1		Fourth Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P. dated as of December 31, 2019.

4.1		First Supplemental Indenture, dated as of December 31, 2019, by and among StoneMor Partners L.P., Cornerstone Family Services of West Virgina Subsidiary, Inc., StoneMor Inc., the Subsidiary Guarantors and Wilmington Trust, National Association.

99.1		Press Release dated December 31, 2019.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE PAGE TO

STONEMOR PARTNERS L.P.

CLOSING 8-K

Exhibit 3.1

FOURTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

STONEMOR PARTNERS L.P.

a Delaware limited partnership

THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STONEMOR PARTNERS L.P., dated as of December 31, 2019 (this “Agreement”), is entered into by and between StoneMor Inc., a Delaware corporation, as general partner (“General Partner”), and the other Persons that are or become Partners in the Partnership or parties hereto as provided herein.

WHEREAS, the General Partner and the other parties thereto entered into that certain Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 9, 2008, as amended by Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 3, 2017 (as amended, the “2008 Agreement”); and

WHEREAS, the General Partner and the other parties thereto entered into that certain Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of June 27, 2019 (the “2019 Agreement”); and

WHEREAS, the General Partner desires to amend and restate the 2019 Agreement in its entirety to provide for a new class of convertible preferred securities and to provide for such other changes as the General Partner has determined are necessary and appropriate in connection with the issuance of such securities and/or do not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect.

NOW, THEREFORE, the General Partner does hereby amend and restate the 2019 Agreement, pursuant to its authority under Section 13.1 of the 2019 Agreement, to provide, in its entirety, as follows:

ARTICLE I

DEFINITIONS

The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware as described in the first sentence of Section 2.5 as amended or restated from time to time.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, and any successor to such act.

“General Partner” means StoneMor Inc., a Delaware corporation.

“Limited Partner” means the Organizational Limited Partner and any other limited partner admitted to the Partnership from time to time.

“Organizational Limited Partner” means Cornerstone Family Services LLC, in its capacity as the organizational limited partner of the Partnership.

“Partner” means the General Partner or any Limited Partner.

“Partnership” means StoneMor Partners L.P., a Delaware limited partnership.

“Percentage Interest” means, with respect to any Partner, the percentage of cash contributed by such Partner to the Partnership as a percentage of all cash contributed by all the Partners to the Partnership.

“Treasury Regulations” means pronouncements, as amended from time to time, or their successor pronouncements, which clarify, interpret and apply the provisions of the Internal Revenue Code of 1986, as amended, and which are designated as “Treasury Regulations” by the United States Department of the Treasury.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1 Formation. The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act and hereby amend and restate the 2019 Agreement in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes and a Partner has no interest in specific Partnership property.

2.2 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name “StoneMor Partners L.P.”.

2.3 Principal Office; Registered Office.

(a) The principal office of the Partnership shall be at 155 Rittenhouse Circle, Bristol, Pennsylvania 19007, or such other place as the General Partner may from time to time designate.

(b) The address of the Partnership’s registered office in the State of Delaware shall be 1209 Orange Street, Wilmington, DE 19801, and the name of the Partnership’s registered agent for service of process at such address shall be The Corporation Trust Company.

2.4 Term. The Partnership shall continue in existence until an election to dissolve the Partnership by the General Partner.

2.5 Organizational Certificate. A Certificate of Limited Partnership of the Partnership has been filed by the General Partner with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall cause to be filed such other certificates or documents as may be required for the formation, operation and qualification of a limited partnership in the State of Delaware and any state in which the Partnership may elect to do business. The General Partner shall thereafter file any necessary amendments to the Certificate of Limited Partnership and any such other certificates and documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in which the Limited Partners have limited liability) under the laws of Delaware and any state or jurisdiction in which the Partnership may elect to do business.

2.6 Partnership Interests; Initial Capital Contributions. The General Partner shall have a non-economic General Partner interest and the Organizational Limited Partner shall have a 100% Limited Partner Percentage Interest. On or about the date hereof, the Organizational Limited Partner contributed to the Partnership $100.00 in cash and the General Partner contributed to the Partnership $0.00 in cash.

ARTICLE III

PURPOSE

The purpose and business of the Partnership shall be to engage in any lawful activity for which limited partnerships may be organized under the Delaware Act.

ARTICLE IV

TAX TREATMENT

For U.S. federal income tax purposes, unless or until the Partnership has more than one owner that is separately regarded for U.S. federal income tax purposes, the Partnership shall be considered disregarded as an entity separate from its sole owner pursuant to Treasury Regulations § 301.7701-3(b).

ARTICLE V

MANAGEMENT AND OPERATIONS OF BUSINESS

Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.

ARTICLE VI

RIGHTS AND OBLIGATIONS OF LIMITED PARTNER

The Limited Partner shall have no liability under this Agreement except as provided in Article IV.

ARTICLE VII

DISSOLUTION AND LIQUIDATION

The Partnership shall be dissolved, and its affairs shall be wound up, as provided in Section 2.4.

ARTICLE VIII

AMENDMENT OF PARTNERSHIP AGREEMENT

The General Partner may amend any provision of this Agreement without the consent of the Limited Partner and may execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith.

ARTICLE IX

GENERAL PROVISIONS

9.1 Addresses and Notices. Any notice to the Partnership, the General Partner or the Limited Partner shall be deemed given if received by it in writing at the principal office of the Partnership designated pursuant to Section 2.3(a).

9.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

9.3 Integration. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

9.4 Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof, or of such provision in other respects, shall not be affected thereby.

9.5 Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the General Partner and the Organizational Limited Partner as of the date first set forth above.


GENERAL PARTNER:

STONEMOR INC.

By:		/s/ Joseph M. Redling
		Name: Joseph M. Redling Title: President and Chief Executive Officer

LIMITED PARTNERS:

All Limited Partners now and hereafter admitted as Limited Partners of the Partnership, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to, the General Partner.

STONEMOR INC.

By:		/s/ Joseph M. Redling
		Name: Joseph M. Redling Title: President and Chief Executive Officer

SIGNATURE PAGE TO

AGREEMENT OF LIMITED PARTNERSHIP OF

STONEMOR PARTNERS L.P.

Exhibit 4.1

EXECUTION VERSION

First Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2019, among StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (“Co-Issuer” and, together with the Partnership, the “Issuers”), StoneMor Inc., a Delaware corporation (the “C-Corporation”), the Subsidiary Guarantors, and Wilmington Trust, National Association, as trustee (the “Trustee”).

W I T N E S E T H

WHEREAS, the Issuers and the Subsidiary Guarantors have heretofore executed and delivered to Wilmington Trust, National Association, in its capacity as collateral agent and as the Trustee, an indenture (as amended, modified or supplemented from time to time, the “Indenture”), dated as of June 27, 2019, providing for the issuance of $385,000,000 of 9.875% / 11.500% Senior Secured PIK Toggle Notes due 2024 (the “Notes”);

WHEREAS, Section 8.05(k) of the Indenture provides that under certain circumstances, on the date that the C-Corporation Conversion is consummated, the Partnership, the C-Corporation and the Subsidiary Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which all of the requirements set forth in the Indenture applicable to the Partnership shall thereafter be applicable to the C-Corporation (subject to the provisions of the Indenture) and the C-Corporation shall, among other things, unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 12.01 of the Indenture, the Partnership, the C-Corporation, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of Holders.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee, etc. The C-Corporation hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article XIII thereof (with references to Subsidiary Guarantors in such Article XIII also referring, mutatis mutandis, to the C-Corporation from and after December 31, 2019). Additionally, from and after December 31, 2019, pursuant to its Guarantee, the C-Corporation agrees to be bound by the provisions of the definition of the term C-Corporation Conversion and the provisions of Section 8.05(k) of the Indenture to the extent the same relate to the C-Corporation.

(3) Execution and Delivery. The C-Corporation agrees that the provisions of clause (2) above shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy, which may be delivered by facsimile or PDF transmission, shall be an original, but all of them together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee. The Trustee makes no representations and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the C-Corporation.

(8) Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.

(9) Representations and Warranties by C-Corporation. The C-Corporation hereby represents and warrants to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and the terms of the Indenture.

IN WITNESS WHEREOF, each of the parties hereto have caused this First Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.


STONEMOR PARTNERS L.P.

By:		/s/ Jeffrey DiGiovanni
Name:		Jeffrey DiGiovanni
Title:		Chief Financial Officer

CORNERSTONE FAMILY SERVICES OF
WEST VIRGINIA SUBSIDIARY, INC.

By:		/s/ Jeffrey DiGiovanni
Name:		Jeffrey DiGiovanni
Title:		Chief Financial Officer

STONEMOR INC.

By:		/s/ Jeffrey DiGiovanni
Name:		Jeffrey DiGiovanni
Title:		Chief Financial Officer

[Signature Page to First Supplemental Indenture]

Alleghany Memorial Park LLC

Alleghany Memorial Park Subsidiary, Inc.

Altavista Memorial Park LLC

Altavista Memorial Park Subsidiary, Inc.

Arlington Development Company

Augusta Memorial Park Perpetual Care Company

Birchlawn Burial Park LLC

Birchlawn Burial Park Subsidiary, Inc.

Bronswood Cemetery, Inc.

Cedar Hill Funeral Home, Inc.

Cemetery Investments LLC

Cemetery Investments Subsidiary, Inc.

Cemetery Management Services, L.L.C.

Cemetery Management Services of Ohio, L.L.C.

Chapel Hill Associates, Inc.

Chapel Hill Funeral Home, Inc.

CMS West LLC

CMS West Subsidiary LLC

Columbia Memorial Park LLC

Columbia Memorial Park Subsidiary, Inc.

Cornerstone Family Insurance Services, Inc.

Cornerstone Family Services of New Jersey, Inc.

Cornerstone Family Services of West Virginia LLC

Cornerstone Family Services of West Virginia Subsidiary, Inc.

Cornerstone Funeral and Cremation Services LLC

Cornerstone Trust Management Services LLC

Covenant Acquisition LLC

Covenant Acquisition Subsidiary, Inc.

Covington Memorial Funeral Home, Inc.

Covington Memorial Gardens, Inc.

Eloise B. Kyper Funeral Home, Inc.

Forest Lawn Gardens, Inc.

Forest Lawn Memorial Chapel, Inc.

Forest Lawn Memory Gardens, Inc.

Glen Haven Memorial Park LLC

Glen Haven Memorial Park Subsidiary, Inc.

[Signature Page to First Supplemental Indenture]

Henlopen Memorial Park LLC

Henlopen Memorial Park Subsidiary LLC

Henry Memorial Park LLC

Henry Memorial Park Subsidiary, Inc.

Juniata Memorial Park LLC

KIRIS LLC

KIRIS Subsidiary, Inc.

Kirk & Nice, Inc.

Kirk & Nice Suburban Chapel, Inc.

Lakewood/Hamilton Cemetery LLC

Lakewood/Hamilton Cemetery Subsidiary, Inc.

Lakewood Memory Gardens South LLC

Lakewood Memory Gardens South Subsidiary, Inc.

Laurel Hill Memorial Park LLC

Laurel Hill Memorial Park Subsidiary, Inc.

Laurelwood Holding Company

Legacy Estates, Inc.

Loewen [Virginia] LLC

Loewen [Virginia] Subsidiary, Inc.

Lorraine Park Cemetery LLC

Lorraine Park Cemetery Subsidiary, Inc.

Modern Park Development LLC

Modern Park Development Subsidiary, Inc.

Oak Hill Cemetery LLC

Oak Hill Cemetery Subsidiary, Inc.

Osiris Holding Finance Company

Osiris Holding of Maryland LLC

Osiris Holding of Maryland Subsidiary, Inc.

Osiris Holding of Pennsylvania LLC

Osiris Holding of Rhode Island LLC

Osiris Holding of Rhode Island Subsidiary, Inc.

Osiris Management, Inc.

Osiris Telemarketing Corp.

Perpetual Gardens.Com, Inc.

Plymouth Warehouse Facilities LLC

Prince George Cemetery Corporation

PVD Acquisitions LLC

PVD Acquisitions Subsidiary, Inc.

[Signature Page to First Supplemental Indenture]

Rockbridge Memorial Gardens LLC

Rockbridge Memorial Gardens Subsidiary Company

Rolling Green Memorial Park LLC

Rose Lawn Cemeteries LLC

Rose Lawn Cemeteries Subsidiary, Incorporated

Roselawn Development LLC

Roselawn Development Subsidiary Corporation

Russell Memorial Cemetery LLC

Russell Memorial Cemetery Subsidiary, Inc.

Shenandoah Memorial Park LLC

Shenandoah Memorial Park Subsidiary, Inc.

Sierra View Memorial Park

Southern Memorial Sales LLC

Southern Memorial Sales Subsidiary, Inc.

Springhill Memory Gardens LLC

Springhill Memory Gardens Subsidiary, Inc.

Star City Memorial Sales LLC

Star City Memorial Sales Subsidiary, Inc.

Stephen R. Haky Funeral Home, Inc.

Stitham LLC

Stitham Subsidiary, Incorporated

StoneMor Alabama LLC

StoneMor Alabama Subsidiary, Inc.

StoneMor Arkansas Subsidiary LLC

StoneMor California, Inc.

StoneMor California Subsidiary, Inc.

StoneMor Cemetery Products LLC

StoneMor Colorado LLC

StoneMor Colorado Subsidiary LLC

StoneMor Florida LLC

StoneMor Florida Subsidiary LLC

StoneMor Georgia LLC

StoneMor Georgia Subsidiary, Inc.

StoneMor Hawaiian Joint Venture Group LLC

StoneMor Hawaii LLC

[Signature Page to First Supplemental Indenture]

StoneMor Hawaii Subsidiary, Inc.

StoneMor Holding of Pennsylvania LLC

StoneMor Illinois LLC

StoneMor Illinois Subsidiary LLC

StoneMor Indiana LLC

StoneMor Indiana Subsidiary LLC

StoneMor Iowa LLC

StoneMor Iowa Subsidiary LLC

StoneMor Kansas LLC

StoneMor Kansas Subsidiary LLC

StoneMor Kentucky LLC

StoneMor Kentucky Subsidiary LLC

StoneMor Michigan LLC

StoneMor Michigan Subsidiary LLC

StoneMor Mississippi LLC

StoneMor Mississippi Subsidiary LLC

StoneMor Missouri LLC

StoneMor Missouri Subsidiary LLC

StoneMor North Carolina LLC

StoneMor North Carolina Subsidiary LLC

StoneMor North Carolina Funeral Services, Inc.

StoneMor Ohio LLC

StoneMor Ohio Subsidiary, Inc.

StoneMor Oklahoma LLC

StoneMor Oklahoma Subsidiary LLC

StoneMor Operating LLC

StoneMor Oregon LLC

StoneMor Oregon Subsidiary LLC

StoneMor Pennsylvania LLC

StoneMor Pennsylvania Subsidiary LLC

StoneMor Puerto Rico LLC

StoneMor Puerto Rico Cemetery and Funeral, Inc.

StoneMor Puerto Rico Subsidiary LLC

StoneMor South Carolina LLC

StoneMor South Carolina Subsidiary LLC

StoneMor Tennessee Subsidiary, Inc.

StoneMor Washington, Inc.

StoneMor Washington Subsidiary LLC

[Signature Page to First Supplemental Indenture]

StoneMor Wisconsin LLC

StoneMor Wisconsin Subsidiary LLC

Sunset Memorial Gardens LLC

Sunset Memorial Gardens Subsidiary, Inc.

Sunset Memorial Park LLC

Sunset Memorial Park Subsidiary, Inc.

Temple Hill LLC

Temple Hill Subsidiary Corporation

The Valhalla Cemetery Company LLC

The Valhalla Cemetery Subsidiary Corporation

Tioga County Memorial Gardens LLC

Virginia Memorial Service LLC

Virginia Memorial Service Subsidiary Corporation

WNCI LLC

W N C Subsidiary, Inc.

Wicomico Memorial Parks LLC

Wicomico Memorial Parks Subsidiary, Inc.

Willowbrook Management Corp.

Woodlawn Memorial Park Subsidiary LLC


By:		/s/ Jeffrey DiGiovanni
Name:		Jeffrey DiGiovanni
Title:		Chief Financial Officer of each Subsidiary Guarantor named above, signing on behalf of each Subsidiary Guarantor independently

[Signature Page to First Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,

in its capacity as Trustee



By:		/s/ Joseph P. O’Donnell
Name:		Joseph P. O’Donnell
Title:		Vice President

[Signature Page to First Supplemental Indenture]

Exhibit 99.1

LOGO

STONEMOR PARTNERS L.P. COMPLETES C-CORPORATION CONVERSION

TREVOSE, PA –December 31, 2019 – StoneMor Partners L.P. (NYSE: STON) (“StoneMor” or the “Partnership”) and StoneMor GP, LLC (“GP”) today announced the completion of the previously announced conversion of GP from a Delaware limited liability company into a Delaware corporation named StoneMor Inc. (the “Company” when referring to StoneMor Inc. subsequent to such conversion) and the merger of a wholly owned subsidiary of GP with and into the Partnership, with the Partnership continuing as the surviving entity and a subsidiary of the Company (the “Merger”). At the effective time of the Merger, each Partnership common unit and preferred unit was converted into the right to receive one share of common stock, par value $0.01 per share of the Company (the “Company Shares”). Based on the Partnership common units and preferred units outstanding, the Company issued approximately 94.4 million Company Shares to Partnership unitholders in connection with the Merger.

The Company Shares will begin trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “STON” when the market opens on January 2, 2020. In addition, StoneMor Partners L.P.’s common units will no longer trade on the NYSE.

Effective upon the closing of the Merger, the current members of the GP Board joined the Board of Directors of the Company. Biographical information and Board committee composition details are available at www.StoneMor.com.

* * *

About StoneMor Partners L.P.

StoneMor Partners L.P., headquartered in Trevose, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 321 cemeteries and 89 funeral homes in 27 states and Puerto Rico.

StoneMor is the only publicly traded death care company structured as a partnership. StoneMor’s cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. For additional information about StoneMor Partners L.P., please visit StoneMor’s website, and the investors section, at http://www.stonemor.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release, including, but not limited to, information regarding the anticipated timing of when Company Shares will begin trading on the NYSE are forward-looking statements. Generally, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “expect,” “predict,” “focus,” “review,” “cash flow,” “confident,” “filed timely,” and similar expressions identify these forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are based on management’s current expectations and estimates. These statements are neither promises nor guarantees and are made subject to certain risks and uncertainties that could cause actual results to differ materially from the results stated or implied in this press release. StoneMor’s major risks are related to its substantial secured and unsecured indebtedness, its ability to refinance our secured indebtedness in the near term, uncertainties associated with the cash flow from pre-need and at-need sales, trusts and financings, which may impact StoneMor’s ability to meet its financial projections, service its debt and resume paying distributions, as well as with StoneMor’s ability to maintain an effective system of internal control over financial reporting and disclosure controls and procedures.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in StoneMor’s Annual Report on Form 10-K for the Year Ended December 31, 2018 and the other reports that StoneMor files with the Securities and Exchange Commission, from time to time. Except as required under applicable law, StoneMor assumes no obligation to update or revise any forward-looking statements made herein or any other forward-looking statements made by it, whether as a result of new information, future events or otherwise.

CONTACT:

Investor Relations

StoneMor Partners L.P.

(215) 826-4440