StoneMor Inc. (NYSE: STON) (“StoneMor” or the
“Company”), a leading owner and operator of cemeteries and
funeral homes, announced today that its board of directors (the
“
Board”) has received a letter (the
“
Letter”), dated September 22, 2021, from Axar
Capital Management, LP (“
Axar”) in which Axar
expressed an interest in pursuing discussions concerning strategic
alternatives that may be beneficial to the Company and its various
stakeholders.
Axar currently owns approximately 75% of the
Company’s outstanding common stock. Axar has engaged Schulte Roth
& Zabel LLP as its legal advisor and stated in the Letter that
it would engage a financial advisor at the appropriate time.
According to the Letter, Axar expects that any such discussions
would be conducted with a special committee of the Board, assisted
by financial and legal advisors it engages. The Letter also states
that any transaction involving Axar arising from such discussions
would be conditioned upon, among other things, approval of the
special committee and the Board, the negotiation and execution of
mutually satisfactory definitive agreements and customary terms.
The Letter also stated that any transaction structured as a
take-private transaction would be subject to a closing condition
that the approval of holders of a majority of the outstanding
shares not owned by Axar or its affiliates be obtained. A copy of
the Letter is attached hereto as Annex A.
On September 26, 2021, the Board authorized its
Conflicts Committee, which is comprised of independent directors
Stephen J. Negrotti, Kevin Patrick and Patricia Wellenbach, to
engage in the discussions contemplated by the Letter, including the
authority to engage in discussions concerning and to negotiate the
terms and provisions of any strategic alternative the Conflicts
Committee determines to be appropriate in connection with such
discussions. Under its charter, the Conflicts Committee has the
authority to reject, approve or recommend that the Board approve
any transaction that is a related party transaction, which would
include any transaction to which Axar is a party. The Conflicts
Committee intends to retain independent legal and financial
advisors to assist in such discussions.
The Board cautions the Company’s stockholders
and others considering trading in the Company’s securities that the
discussions contemplated by the Letter have not commenced, and
there can be no assurance that any transaction will result from
such discussions. The Company does not undertake any obligation to
provide any updates with respect to these matters, except as
required under applicable law.
About StoneMor Inc.
StoneMor Inc., headquartered in Bensalem,
Pennsylvania, is an owner and operator of cemeteries and funeral
homes in the United States, with 301 cemeteries and 70 funeral
homes in 24 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 please visit StoneMor’s website, and the investors
section, at http://www.stonemor.com.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in this press
release, including, but not limited to, information regarding
actions of the Conflicts Committee, are forward-looking statements.
Generally, the words “believe,” “may,” “will,” “would,” “estimate,”
“continue,” “anticipate,” “intend,” “project,” “expect,” “predict”
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. Such risks and uncertainties include the risk that the
discussions between Axar and the Conflicts Committee do not result
in a decision to proceed with any strategic alternative, that an
agreement with respect any transaction that is considered will not
be executed and that any transactions contemplated by any such
agreement that may be executed will not be consummated. 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 and Quarterly Reports on Form
10-Q 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: |
Investor Relations |
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StoneMor Inc. |
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(215) 826-4438 |
ANNEX A
AXAR CAPITAL MANAGEMENT, LP915 Broadway, Suite
502New York, NY 10010
September 22, 2021
Board of DirectorsStoneMor Inc.3331 Street Rd Suite 200Bensalem,
PA 19020Ladies and Gentlemen:
As you are aware, Axar Capital Management, LP
(“Axar” or “we”) owns approximately 75% of the outstanding common
stock of StoneMor Inc. (the “Company”).
We are interested in pursuing discussions
concerning strategic alternatives that may be beneficial for the
Company and its various stakeholders. We would expect any such
discussions would be conducted with a special committee of
independent directors (a “Special Committee”) established by the
Board of Directors of the Company (the “Board”), assisted by
independent financial and legal advisors retained by the Special
Committee.
Any potential transaction involving Axar would
be subject to approval of the Special Committee and the Board, the
negotiation and execution of mutually satisfactory transaction
agreement and customary terms. Any potential transaction structured
as a take-private transaction would also be subject to a customary
closing condition that the approval of holders of a majority of the
outstanding common stock not owned by Axar or its affiliates be
obtained.
We have engaged Schulte Roth & Zabel LLP as
our legal advisor and would, at the appropriate time, engage a
financial advisor. We and our advisors look forward to working with
the Special Committee and its advisors in connection with this
discussion.
Should you have any questions, please do not
hesitate to contact us or our advisors.
Very truly yours,
AXAR CAPITAL MANAGEMENT, LP
By: Axar GP, LLC, its General Partner
By: /s/ Andrew M. AxelrodName: Andrew AxelrodTitle: Sole
Member
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