StoneMor Partners L.P. (NASDAQ:STON) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Common Unit Purchase Agreement
On December30, 2016, StoneMor Partners L.P., a Delaware limited
partnership (the Partnership), sold to StoneMor GP Holdings LLC,
a Delaware limited liability company (GP Holdings), 2,332,878
common units (the Common Units) representing limited partner
interests in the Partnership (the Purchased Units) at an
aggregate purchase price of $20.0 million (i.e., $8.5731 per
Purchased Unit, which is equal to the volume-weighted average
trading price of a Common Unit for the twenty trading days ending
on and including December30, 2016) to a Common Unit Purchase
Agreement (the Common Unit Purchase Agreement), dated December30,
2016, by and between the Partnership and GP Holdings.
The Common Unit Purchase Agreement includes various
representations, warranties, covenants, indemnification and other
provisions, which are customary for a transaction of this nature.
The Partnership offered and sold the Purchased Units in reliance
upon the exemption from the registration requirements of the
Securities Act of 1933, as amended (the Act), to Section4(a)(2)
of the Act. The Partnership relied on this exemption from
registration based in part on representations made by GP Holdings
in the Common Unit Purchase Agreement.
This summary is qualified in its entirety by reference to the
Common Unit Purchase Agreement which is incorporated by reference
in its entirety hereto and which is attached to this Current
Report on Form8-K as Exhibit10.1.
Relationship with StoneMor GP Holdings
LLC
As previously disclosed in the Partnerships Annual Report on
Form10-Kfor the year ended December31, 2015 filed February29,
2016, as amended by Form10-K/A filed November9, 2016 (together,
the Amended 10-K), StoneMor GP LLC, the general partner of the
Partnership (the General Partner), is a wholly-owned subsidiary
of GP Holdings. As previously disclosed in the Amended 10-K,
Robert Hellman and Jonathan Contos, each a director of the
General Partner, and Lawrence Miller, the President and Chief
Executive Officer and a director of the General Partner, are
directors of GP Holdings. Mr.Miller is also the President and
Chief Executive Officer of GP Holdings and Sean P. McGrath, the
Chief Financial Officer of the General Partner, is also the Chief
Financial Officer and Secretary of GP Holdings. As previously
disclosed in the Amended 10-K, Mr.Hellman, as the sole trustee
under a trust established to a Voting and Investment Trust
Agreement by and between American Cemeteries Infrastructure
Investors, LLC, a Delaware limited liability company (ACII), and
Mr.Hellman, as trustee, dated as of May9, 2014, for the pecuniary
benefit of ACII, has exclusive voting and investment power over
certain membership interests in GP Holdings. As of the date
immediately preceding the closing of the purchase and sale of the
Purchased Units, Mr.Hellman had exclusive voting and investment
power over approximately 67.03% of membership interests in GP
Holdings to such Voting and Investment Trust Agreement. As
previously disclosed in the Amended 10-K: (i)ACII is an affiliate
of American Infrastructure Funds, L.L.C., an investment adviser
registered with SEC; (ii)Mr.Hellman is a managing member of
American Infrastructure Funds, L.L.C. and he is affiliated with
(a)entities that own membership interests in ACII and (b)AIM
Universal Holdings, LLC that is the manager of ACII; and
(iii)Mr.Contos, a director of the General Partner, is a Principal
of American Infrastructure Funds, L.L.C. As previously disclosed
in the Amended 10-K, Mr.Miller and William Shane, Allen Freedman,
and Martin Lautman, directors of the General Partner (along with
Mr.Lautmans spouse), and certain retired executive officers of
the General Partner through trusts with their spouses, and two
family partnerships affiliated with Messrs. Miller and Shane, as
applicable, hold membership interests in GP Holdings. As of the
date immediately preceding the closing of the purchase and sale
of the Purchased Units, the foregoing collectively held
approximately 32.97% of membership interests in GP Holdings. The
purchase of the Purchased Units by GP Holdings was funded by an
investment in GP Holdings by ACII (through Mr.Hellman as the
aforesaid Trustee), immediately following which Mr.Hellman had
exclusive voting and investment power over approximately 89.01%
of membership interests in GP Holdings to the Voting and
Investment Trust Agreement described above. Each of the other
members of GP Holdings were entitled to preemptive rights under
the GP Holdings operating agreement with respect to ACIIs
investment in GP Holdings which, if exercised prior to ACIIs
investment, would have enabled each of them to maintain their
respective percentage ownership in GP Holdings in effect prior to
such investment. In lieu of such preemptive rights, for a period
of twenty days commencing on December30, 2016, such other members
of GP Holdings have the opportunity to purchase from ACII such
members pro rata share of the GP Holdings units acquired by ACII
at the same price paid by ACII and on the same terms and
conditions agreed to by ACII. Mr.Miller also holds 113,920
incentive units in GP Holdings, as to which 45,568 of such units
were vested as of December30, 2016.
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Item3.02 |
Unregistered Sales of Equity Securities. |
The information set forth under the heading Common Unit
Purchase Agreement in Item1.01 of this Current Report on
Form8-K is incorporated in its entirety by reference in this
Item3.02.
Item7.01 |
Regulation FD. |
On January3, 2017, the Partnership issued a press release,
attached hereto as Exhibit99.1, announcing the closing of the
private placement.
The information in this Item7.01, including Exhibit 99.1
incorporated by reference herein, is being furnished and shall
not be deemed to be filed for the purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that Section, nor
shall it be incorporated by reference into any filing made by the
Partnership to the Securities Act of 1933, as amended, or the
Exchange Act, other than to the extent that such filing
incorporates any or all of such information by express reference
thereto.
Item9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
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| 10.1 |
Common Unit Purchase Agreement, dated as of December30, 2016, by and between StoneMor Partners L.P. and StoneMor GP Holdings LLC. |
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| 99.1 | Press Release dated January3, 2017. |
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