StoneMor Partners L.P. (NYSE: STON) (“StoneMor” or the
“Partnership”) a leading owner and operator of cemeteries
and funeral homes, today announced that StoneMor GP LLC’s
(“
GP”) Registration Statement on Form S-4,
relating to the previously announced conversion of GP from a
Delaware limited liability company into a Delaware corporation to
be named StoneMor Inc. (the “
Company” when
referring to StoneMor Inc. subsequent to such conversion) (the
“
Conversion”) and the merger of a wholly owned
subsidiary of GP with and into the Partnership and the Partnership
becoming a wholly-owned subsidiary of the Company (the
“
Merger”), has become effective as
of November 15, 2019, and that the Partnership has filed a
definitive proxy statement/prospectus with the SEC for the special
meeting of its unitholders to vote on the approval of the
previously announced Merger and Reorganization Agreement (the
“
Merger Agreement”) and the transactions
contemplated thereby.
The special meeting of the Partnership
unitholders will be held on December 20, 2019, at the
Courtyard Philadelphia Bensalem, 3280 Tillman Road, Bensalem, PA
19020. All Partnership common units and Series A Convertible
Preferred Units (together with our common units, the
“units”) of record as of the close of business
on November 4, 2019, which is the record date for the special
meeting, will be entitled to vote their units. The approval of the
Merger Agreement and the transactions contemplated thereby,
including, among other things, the Conversion and the Merger,
requires the affirmative vote of at least a majority of the
outstanding units, voting together as a class, and as such, not
voting will have the same effect as a vote against the merger.
Pursuant to the terms of the previously
announced merger agreement, upon completion of the merger,
Partnership unitholders (other than certain affiliates of GP)
converted into the right to receive one share of common stock, par
value $0.01 per share of the Company (the “Company
Shares”).
GP and the Partnership expect the transaction to
close late 2019, subject to certain closing conditions under the
terms of the Merger Agreement, including receipt of the required
approval by the Partnership’s unitholders and the satisfaction of
other customary closing conditions.
Important information about the merger and the
special meeting of the Partnership’s unitholders is included in the
proxy statement/prospectus, which has been filed with the SEC and
which will be mailed on or about November 15, 2019 to all
Partnership unitholders as of the record date. Partnership
unitholders whose units are held in “street name” by a bank, broker
or other nominee will receive instructions from the bank, broker or
other nominee that they must follow in order to have their units
voted. Most brokers offer the ability for unitholders to submit
voting instructions by mail by completing a voting instruction
card, by telephone and via the internet. Any unitholders holding
units in “street name” should instruct their bank, broker or other
nominee to vote their units as soon as practicable to ensure that
such units are voted at the special meeting.
Partnership unitholders and their brokers who
have questions about the merger or the special meeting, or desire
additional copies of the proxy statement/prospectus or additional
proxy cards or voting instruction forms should contact D.F. King
& Co., Inc., the Partnership’s proxy solicitor, at: D.F.
King & Co., Inc., toll free for unitholders at
(800-967-4607).
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’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.
Important Information for Investors and
Unitholders
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval.
In connection with the proposed Conversion and
Merger, StoneMor GP LLC (to be converted into a corporation named
StoneMor Inc. (“GP”)) and StoneMor Partners L.P. (the
“Partnership”) have filed with the Securities and Exchange
Commission (the “SEC”) a registration
statement on Form S-4, which includes a
prospectus of GP and a proxy statement of the Partnership. GP and
the Partnership also plan to file other documents with the SEC
regarding the proposed transaction. A definitive joint proxy
statement/prospectus will be mailed to the unitholders of the
Partnership on or about November 15, 2019. INVESTORS AND
UNITHOLDERS OF THE PARTNERSHIP ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED CONVERSION
AND MERGER FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED CONVERSION AND MERGER. Investors and unitholders
will be able to obtain free copies of the joint proxy
statement/prospectus and other documents containing important
information about GP and the Partnership through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by the Partnership will be available
free of charge on their internet website
at www.stonemor.com or by contacting their Investor
Relations Department at (215) 826-4440.
Participants in the
Solicitation
The Partnership, GP, and its directors and
certain of its members and executive officers may be deemed to be
participants in the solicitation of proxies from the unitholders of
the Partnership in connection with the proposed transaction.
Information about the directors and executive officers of GP is set
forth in the Partnership’s Annual Report
on Form 10-K which was filed with the SEC on
April 3, 2019. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available. Free copies of these documents can be obtained using the
contact information above.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements contained in this press
release, including, but not limited to, information regarding the
anticipated timing of the Conversion and Merger 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 our substantial
secured and unsecured indebtedness, our 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.
StoneMor’s additional risks and uncertainties
include, but are not limited to: StoneMor’s ability to successfully
implement its strategic plan relating to achieving operating
improvements, including driving asset-level accountability and
profitability, improving sales productivity and effectiveness,
reducing operating expenses and improving financial reporting
efficiencies; the effect of economic downturns; the impact of
StoneMor’s significant leverage on its operating plans; the decline
in the fair value of certain equity and debt securities held in
StoneMor’s trusts; StoneMor’s ability to attract, train and retain
an adequate number of sales people; uncertainties associated with
the volume and timing of pre-need sales of cemetery services and
products; increased use of cremation; changes in the death rate;
changes in the political or regulatory environments, including
potential changes in tax accounting and trusting policies;
StoneMor’s ability to successfully compete in the cemetery and
funeral home industry; litigation or legal proceedings that could
expose StoneMor to significant liabilities and damage StoneMor’s
reputation, including but not limited to litigation and
governmental investigations or proceedings arising out of or
related to accounting and financial reporting matters; the effects
of cyber security attacks due to StoneMor’s significant reliance on
information technology; uncertainties relating to the financial
condition of third-party insurance companies that fund StoneMor’s
pre-need funeral contracts; and various other uncertainties
associated with the death care industry and StoneMor’s operations
in particular.
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.
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CONTACT: |
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Investor Relations |
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StoneMor Partners L.P. |
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(215) 826-4440 |
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