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 11, 2019
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. ☐
On December 11, 2019, in connection with the settlement with the Securities and Exchange Commission (the “SEC”) described in Item 8.01 of this Current Report on Form 8-K (the “Settlement”), StoneMor Partners L.P. (the “Partnership”), Stonemor GP, LLC, (the “General Partner”), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of the General Partner (“GP Holdings”), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the General Partner (“Merger Sub”), entered into an amendment (the “Third Amendment to Merger Agreement”) of the previously disclosed Merger and Reorganization Agreement dated September 27, 2018 (as amended to date, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, among other things, the General Partner will convert from a Delaware limited liability company into a Delaware corporation to be named StoneMor Inc. (the “Company”) and Merger Sub will merge with and into the Partnership (the “Merger”) with the Partnership surviving and with the Company as its sole general partner (such transaction, the “C-Corporation Conversion”).
Pursuant to the Third Amendment to Merger Agreement, the parties agreed to reduce the shares of Common Stock which GP Holdings will be entitled to receive in the Merger by a number equal to $250,000 divided by the volume weighted average closing price of the Partnership’s common units for the ten trading days ending on the first business day before closing of the Merger.
The foregoing summary of the Third Amendment to Merger Agreement is not intended to be complete and is qualified in its entirety by reference to the Third Amendment to Merger Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01 |
Other Events. |
On December 11, 2019, the Partnership and the General Partner entered into the Settlement with the SEC with respect to alleged violations of the reporting, books and records, internal accounting controls and related provisions of the federal securities laws that occurred prior to 2017 under the Partnership’s former management team. Pursuant to the terms of the Settlement, which resolved the matters that were the subject of the previously reported investigation by the SEC’s Enforcement Division, and without admitting or denying the findings in the Settlement: (i) the Partnership and the General Partner consented to a cease and desist order with respect to violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, and (ii) the General Partner agreed to pay a civil penalty of $250,000, which will be paid with the proceeds of an intercompany loan.
Item 9.01 |
Financial Statements and Exhibits. |
(d)Exhibits:
2
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: December 12, 2019 |
STONEMOR PARTNERS L.P. |
||
|
|
||
By: |
StoneMor GP LLC |
||
|
its general partner |
||
|
|
||
By: |
/s/Austin K. So |
||
Name: |
Austin K. So |
||
Title: |
Senior Vice President, Chief Legal Officer & Secretary |
3
Exhibit 10.1
THIRD AMENDMENT TO
MERGER AND REORGANIZATION AGREEMENT
THIS THIRD AMENDMENT, dated as of December 11, 2019 (this “Amendment”), to the Merger Agreement (as defined below) is entered into by and among StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), 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,” and together with the Partnership, GP and GP Holdings, the “Parties”).
RECITALS
WHEREAS, the Parties have previously entered into that certain Merger and Reorganization Agreement, dated as of September 27, 2018, as amended by (a) that certain First Amendment to Merger and Reorganization Agreement, dated as of April 30, 2019 and (b) that certain Second Amendment to Merger and Reorganization Agreement, dated as of June 27, 2019 (collectively, the “Merger Agreement”);
WHEREAS, pursuant to Section 8.1 of the Merger Agreement, the Parties now desire to amend the Merger Agreement in the respects, but only in the respects, hereinafter set forth; and
WHEREAS, capitalized terms used herein shall have the respective meanings ascribed thereto in the Merger Agreement, as amended by this Amendment, unless herein defined or the context shall otherwise require.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement, and intending to be legally bound, the Parties agree as follows:
Article I
Amendments
Section 1.1Amendment to Certain Definitions.
(a)Section 1.1 of the Merger Agreement shall be amended to include the following defined terms:
“Trading Day” means a day on which the principal National Securities Exchange on which the Common Units are listed or admitted to trading is open for the transaction of business.
“VWAP” means volume weighted average trading price of the Common Units on the National Securities Exchange on which the Common Units are listed or admitted to trading.
|
|
|
Section 1.2Amendment to Merger Consideration. Section 2.1(b) of the Merger Agreement shall be amended and restated in its entirety as follows:
Article II
MISCELLANEOUS PROVISIONS
Section 2.1Ratification
. Each of the Parties hereby consents to this Amendment and acknowledges and agrees that, except as expressly set forth in this Amendment, the terms, provisions and conditions of the Merger Agreement are hereby ratified and confirmed and shall remain unchanged and in full force and effect without interruption or impairment of any kind.
Section 2.2No Other Amendments; Reservation of Rights; No Waiver. Other than as otherwise expressly provided herein, this Amendment shall not be deemed to operate as an amendment or waiver of, or to prejudice, any right, power, privilege or remedy of any part to this Amendment under the Merger Agreement, nor shall the entering into of this Amendment preclude
|
|
|
2
any Party from refusing to enter into any further amendments with respect to the Merger Agreement. Other than as to otherwise expressly provided herein, without limiting the generality of the provisions of Section 8.1 of the Merger Agreement, this Amendment shall not constitute a waiver of compliance with any covenant or other provision in the Merger Agreement or of the occurrence or continuance of any present or future breach thereunder.
Section 2.3Miscellaneous. Sections 8.1 (Waiver; Amendment), 8.2 (Counterparts), 8.3 (Governing Law), 8.4 (Notices), 8.5 (Entire Understanding; No Third Party Beneficiaries), 8.6 (Severability), 8.7 (Titles and Headings), 8.8 (Jurisdiction), 8.9 (Waiver of Jury Trial), 8.11 (Interpretation; Definitions) and 8.12 (Survival) of the Merger Agreement shall apply to this Amendment, mutatis mutandis.
[Signature Pages Follow.]
|
|
|
3
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed in counterparts by their duly authorized officers as of the date first above written.
STONEMOR PARTNERS L.P.
By: |
StoneMor GP LLC, its general partner |
|
|
|
|
By: |
/s/ Joseph M. Redling |
Name: |
Joseph M. Redling |
Title: |
President and Chief Executive Officer |
|
|
STONEMOR GP LLC
By: |
/s/ Joseph M. Redling |
Name: |
Joseph M. Redling |
Title: |
President and Chief Executive Officer |
|
|
STONEMOR GP HOLDINGS LLC
By: |
/s/ Robert B. Hellman, Jr. |
Name: |
Robert B. Hellman, Jr. |
Title: |
Authorized Person |
|
|
HANS MERGER SUB, LLC
By:StoneMor GP LLC, its sole member
By: |
/s/ Joseph M. Redling |
Name: |
Joseph M. Redling |
Title: |
President and Chief Executive Officer |
|
|
|
|
|
Signature Page to
Third Amendment to
Merger and Reorganization Agreement