Introduction.
This Amendment No. 7 to Schedule 13D (
Amendment No.
7
) is being filed as an amendment to the initial
statement on Schedule 13D relating to the common units representing limited partner interests (the
Common Units
) of StoneMor Partners L.P., a Delaware limited partnership (the
Issuer
or the
Partnership
), as filed with the U.S. Securities and Exchange Commission (the
SEC
) on June 2, 2014 and amended on June 23, 2014, February 12, 2016, January 17, 2017, August 1, 2018,
September 28, 2018 and May 1, 2019 (as amended, the
Schedule 13D
). Except as amended and supplemented by this Amendment No. 7, the Schedule 13D is not amended or supplemented in any respect. Capitalized terms
used herein but not defined have the respective meanings ascribed to them in the Schedule 13D.
Item 4.
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Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Series A Preferred Unit Purchase Agreement
On June 27, 2019, funds and accounts affiliated with Axar Capital Management LP (
Axar
) and certain other investors
(individually a
Purchaser
and collectively the
Purchasers
) and the Partnership entered into the Series A Preferred Unit Purchase Agreement (the
Series A Purchase Agreement
) pursuant to which
the Partnership sold to the Purchasers an aggregate of 52,083,334 of the Partnerships Series A Preferred Units (the
Preferred Units
) representing limited partner interests in the Partnership with certain rights, preferences
and privileges as are set forth in the Partnerships Third Amended and Restated Agreement of Limited Partnership dated as of June 27, 2019 (the
Third Amended Partnership Agreement
), which partnership agreement is further
described in the Partnerships Current Report on Form
8-K
filed with the SEC on June 28, 2019 and a copy of which is filed as an exhibit therewith. The Series A Purchase Agreement is further
described in the Partnerships Current Report on Form
8-K
filed with the SEC on June 28, 2019, pursuant to which a copy of the agreement is filed as an exhibit therewith.
As a condition to, and effective immediately prior to, the consummation of the Notes (as defined below) and Preferred Unit issuance, the Board
of Directors of the General Partner was reconstituted. Directors Martin R. Lautman, Ph.D., Leo J. Pound, Robert A Sick and Fenton R. Talbott resigned as directors pursuant to the Third Amended and Restated Limited Liability Company Agreement of the
General Partner, the authorized number of directors was reduced to seven and Andrew Axelrod, David Miller and Spencer Goldenberg were elected to the board of directors of the General Partner to fill the vacancies created by the resignations and
pursuant to the designation of the Axar Special Member. The reconstituted board of directors is comprised of Messrs. Axelrod, Miller and Goldenberg, Robert Hellman, Stephen Negrotti, Patricia Wellenbach and Joe Redling. Mr. Axelrod has been
elected Chairman of the Board of Directors of the General Partner. The Third Amended and Amended and Restated Limited Liability Company Agreement of the General Partner is further described in the Partnerships Current Report on Form
8-K
filed with the SEC on June 28, 2019, pursuant to which a copy of the agreement is filed as an exhibit therewith.
Second Amendment to Merger and Reorganization Agreement
On June 27, 2019, the Partnership, 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 a second amendment (the
Second Amendment to MA
) to that certain Merger and Reorganization Agreement dated as of September 27, 2018 (the
Merger Agreement
) to, among other things, provide that the Preferred Units that are
outstanding on the date of consummation of the Merger shall be automatically converted into the number of shares of Common Stock into which the Preferred Units are then convertible, provide that the Board of Directors of the General Partner
immediately prior to the Merger shall be the Board of Directors of the Company following the Merger and extend the termination date of the Merger Agreement to March 31, 2020. The Second Amendment to MA is further described in the
Partnerships Current Report on Form
8-K
filed with the SEC on June 28, 2019, pursuant to which a copy of the agreement is filed as an exhibit therewith.
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