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): June 19, 2020
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value per share |
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 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 June 19, 2020, StoneMor Inc. (the “Company”), American Cemeteries Infrastructure Investors, LLC (“ACII”), and certain funds and managed accounts for which Axar Capital Management, LP serves as investment manager (collectively, “Axar”) entered into an Amendment (the “Amendment”) of the Registration Rights Agreement dated January 30, 2020 (the “Agreement”). Under the terms of the Amendment, the parties agreed to amend the definition of “Shares” in the Agreement to include the New Common Shares (as defined in Item 3.02 of this report).
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
Item 3.02Unregistered Sales of Equity Securities.
On June 19, 2020, the Company completed the sale of an aggregate of 23,287,672 shares of its Common Stock (the “New Common Shares”) as contemplated by the previously reported Common Stock Purchase Agreement (the “Purchase Agreement”) dated May 27, 2020 by and among the Company, Axar Capital Management, LP (“Axar”), the accounts managed by Axar set forth on Schedule B thereto and one or more accounts managed by Axar designated by it (collectively, the “Purchasers”). The Company issued and sold to the Purchasers, and the Purchasers acquired and purchased from the Company, (a) 12,054,795 New Common Shares in exchange for the surrender of one hundred seventy-six (176) shares of Series A Preferred Stock, $0.01 par value per share, of the Company purchased on April 3, 2020, with a stated value of $8.8 million (an exchange ratio of 68,493.15 New Common Shares for each share of Series A Preferred Stock surrendered), and (b) 11,232,877 New Common Shares for a cash purchase price of $0.73 per share, an aggregate of $8,200,000.21. The Company offered and sold the New Common Shares in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The Company relied on this exemption from registration based in part on representations made by the Purchasers in the Purchase Agreement.
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Item 9.01 |
Financial Statements and Exhibits |
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(d) |
Exhibits. |
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Exhibit
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Description |
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10.1 |
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1
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.
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Date: June 25, 2020 |
STONEMOR INC. |
By:/s/ Jeffrey DiGiovanni
Jeffrey DiGiovanni
Senior Vice President and Chief Financial Officer
EXHIBIT 10.1
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of June 19, 2020, by and among StoneMor Inc., a Delaware corporation (“StoneMor”), and each of the other parties listed on the signature pages hereto (the “Demand Holders” and, together with the Company, the “Parties”).
WHEREAS, the Parties desire to amend that certain Registration Rights Agreement, dated as of January 30, 2020 (the “Agreement”), by and among the Company and the Initial Holders, as more fully set forth herein. Capitalized terms used and not defined herein have the same meanings herein as set forth in the Agreement.
WHEREAS, the Company and certain purchasers (the “Purchasers”) have entered into that certain Common Stock Purchase Agreement, dated as of May 27 2020 (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to acquire and purchase from the Company, (a) 12,054,795 additional shares of Common Stock (such shares, the “Exchanged Shares”) in exchange for the surrender of one hundred seventy-six (176) shares of Series A Preferred Stock, $0.01 par value per share, of the Company (the “Preferred Stock”) (an exchange ratio of 68,493.15 shares of Common Stock for each share of Preferred Stock surrendered) purchased on April 3, 2020, and (b) 11,232,877 additional shares of Common Stock for an aggregate cash purchase price of $8,200,000 (such shares, the “Purchased Shares”).
WHEREAS, it is a condition to the consummation of the transactions contemplated by the Purchase Agreement that the Parties amend the Registration Rights Agreement to provide that the Exchanged Shares and the Purchased Shares are registrable under the Agreement.
WHEREAS, Section 9(c) of the Agreement provides that the Agreement may be amended by written agreement of the Company and the Demand Holders.
WHEREAS, the Company and the undersigned, constituting the Demand Holders, now desire to amend the Agreement as set forth below in connection with the issuance and sale by the Company of Purchased Shares.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
. The definition of “Shares” in Section 1 of the Agreement is hereby deleted and replaced in its entirety as follows:
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DM3\6882981.1 |
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purposes of this Agreement, a Person shall be deemed to be a holder of Shares and such Shares shall be deemed to be in existence whenever such Person has the right to acquire such Shares (upon conversion, exchange or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right other than vesting), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Shares. |
2.Joinder. The Purchasers who were not previously party to the Agreement hereby agree to become parties thereto and to be bound by, and have the rights set forth in accordance with, the terms and conditions thereof. Each such Purchaser is among the funds or accounts managed by Axar Capital Management, LP within the meaning of the definition of “Axar” in the Agreement.
3.Miscellaneous.
(a)Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in in the Borough of Manhattan in the City of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the Parties irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.
(b)Execution and Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Amendment. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.
[THIS SPACE LEFT BLANK INTENTIONALLY]
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2
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
COMPANY:
By: /s/ Austin K. So
Name:Austin K. So
Title:Senior Vice President, Chief Legal Officer and Secretary
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[Signature Page to Amendment to Registration Rights Agreement]
SMP SPV LLC
By: Axar Capital Management, LP, its Investment Manager
By: /s/ Andrew M. Axelrod
Name:Andrew Axelrod
Title:Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP
1330 Avenue of the Americas, 30th Floor
New York, NY 10019
Attention: Andrew Axelrod
Electronic mail: aaxelrod@axarcapital.com
STAR V PARTNERS LLC
By: Axar Capital Management, LP, its Investment Manager
By: /s/ Andrew M. Axelrod
Name:Andrew Axelrod
Title:Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP
1330 Avenue of the Americas, 30th Floor
New York, NY 10019
Attention: Andrew Axelrod
Electronic mail: aaxelrod@axarcapital.com
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[Signature Page to Amendment to Registration Rights Agreement]
BLACKWELL PARTNERS LLC – SERIES E, solely with respect to the assets for which Axar Capital Management LP acts as its Investment Manager
By: Axar Capital Management, LP, its Investment Manager
By: /s/ Andrew M. Axelrod
Name:Andrew Axelrod
Title:Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP
1330 Avenue of the Americas, 30th Floor
New York, NY 10019
Attention: Andrew Axelrod
Electronic mail: aaxelrod@axarcapital.com
AXAR MASTER FUND FH SPV LLC
By: Axar Capital Management, LP, its Investment Manager
By: /s/ Andrew M. Axelrod
Name:Andrew Axelrod
Title:Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP
1330 Avenue of the Americas, 30th Floor
New York, NY 10019
Attention: Andrew Axelrod
Electronic mail: aaxelrod@axarcapital.com
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[Signature Page to Amendment to Registration Rights Agreement]
By: Axar Capital Management, LP, its Investment Manager
By: /s/ Andrew M. Axelrod
Name:Andrew Axelrod
Title:Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP
1330 Avenue of the Americas, 30th Floor
New York, NY 10019
Attention: Andrew Axelrod
Electronic mail: aaxelrod@axarcapital.com
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[Signature Page to Amendment to Registration Rights Agreement]
AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC
By: AIM Universal Holdings, LLC
its Managing Member
By: /s/ Robert B. Hellman, Jr.
Name:Robert B. Hellman, Jr.
Title:Managing Member
Address for notice:
American Cemeteries Infrastructure Investors, LLC
950 Tower Lane, Suite 800,
Foster City, CA 94404
Electronic mail: bhellman@aimlp.com
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[Signature Page to Amendment to Registration Rights Agreement]