Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
June 28 2019 - 7:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
Amendment No. 1
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)
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Delaware
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001-32270
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80-0103159
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. Employer
Identification No.)
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3600 Horizon Boulevard Trevose, PA
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19053
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (215)
826-2800
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Common Units
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STON
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New York Stock Exchange
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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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Explanatory Note
The purpose of this Current Report on Form
8-K/A
is to amend the Current Report of StoneMor Partners
L.P. filed on June 28, 2019 to furnish a corrected copy of Exhibit 99.1 furnished therewith.
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 Partners board of directors and an investor call to be held on June 28, 2019 at 8:30 a.m. ET to discuss those transactions. The press
release issued by the Partnership varied from the press release furnished as Exhibit 99.1 to the Partnerships Current Report on Form 8-K filed on June 28, 2019. The Partnership is filing this amendment to that report on Form 8-K to
furnish the form of release that was issued by the Partnership.
Item 9.01
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Financial Statements and Exhibits
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Exhibit
Number
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Description
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3.1
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Third Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P. dated as of June
27, 2019 (incorporated by reference to Exhibit 3.1 of Registrants Current Report on Form
8-K
filed June 28, 2019)
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10.1
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Series A Preferred Unit Purchase Agreement dated as of June
27, 2019 by and among StoneMor Partners L.P., SMP SPV LLC, Star V Partners LLC, Blackwell Partners LLC Series E, David Miller, MPF Investco 6, LLC, MPF Investco 7, LLC, MPF Investco 8, LLC, The Mangrove Partners Fund, L.P. and The Mangrove Partners
Fund (Cayman Partnership), L.P. (incorporated by reference to Exhibit 10.1 of Registrants Current Report on Form
8-K
filed June 28, 2019)
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10.2
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Registration Rights Agreement dated as of June
27, 2019 by and among StoneMor Partners L.P., StoneMor GP LLC, SMP SPV LLC, Star V Partners LLC, Blackwell Partners LLC Series E, David Miller, MPF Investco 6, LLC, MPF Investco 7, LLC, MPF Investco 8, LLC, The Mangrove Partners Fund, L.P. and The
Mangrove Partners Fund (Cayman Partnership), L.P. (incorporated by reference to Exhibit 10.2 of Registrants Current Report on Form
8-K
filed June 28, 2019)
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10.3
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Second Amendment to Merger and Reorganization Agreement dated as of June
27, 2019 by and among StoneMor Partners L.P., StoneMor GP LLC, StoneMor GP Holdings LLC and Hans Merger Sub, LLC. (incorporated by reference to Exhibit 10.3 of Registrants Current Report on Form
8-K
filed June 28,
2019)
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10.4
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Third Amendment to Voting and Support Agreement dated as of June
27, 2019 by and among StoneMor Partners L.P., StoneMor GP LLC and the unitholders of StoneMor Partners L.P. named therein. (incorporated by reference to Exhibit 10.4 of Registrants Current Report on Form
8-K
filed
June 28, 2019)
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99.1*
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Press Release dated June 27, 2019.
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99.2
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Third Amended and Restated Limited Liability Company Agreement of StoneMor GP LLC dated as of June
27, 2019. (incorporated by reference to Exhibit 99.2 of Registrants Current Report on Form
8-K
filed June 28, 2019)
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*
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Furnished herewith to conform to the version of the press release actually issued by the Partnership.
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2
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.
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Date: June 28, 2019
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STONEMOR PARTNERS L.P.
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By:
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StoneMor GP LLC
its general partner
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By:
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/s/ Garry P. Herdler
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Garry P. Herdler
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Senior Vice President and Chief Financial Officer
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