StoneMor Partners L.P. (NYSE:STON) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Effective as of August15, 2017, StoneMor Operating LLC (the “Operating Company”), a wholly-owned subsidiary of StoneMor Partners L.P. (the “Partnership”), the Subsidiaries (as defined in the Amended Credit Agreement) of the Operating Company (together with the Operating Company, “Borrowers”), the Lenders party thereto and Capital One, National Association (“Capital One”), as Administrative Agent (in such capacity, the “Administrative Agent”), entered into the Third Amendment and Limited Waiver to Credit Agreement (the “Third Amendment”) which further amended the Credit Agreement (as previously amended by that certain First Amendment to Credit Agreement dated as of March15, 2017 and Second Amendment and Limited Waiver dated July26, 2017, the “Original Credit Agreement” and, as further amended by the Third Amendment, the “Amended Credit Agreement”), dated as of August4, 2016, among the Borrowers, the Lenders, Capital One, as Administrative Agent, Issuing Bank and Swingline Lender, Citizens Bank of Pennsylvania, as Syndication Agent, and TD Bank, N.A. and Raymond James Bank, N.A., as Co-Documentation Agents. Capitalized terms not otherwise defined herein have the same meanings as specified in the Amended Credit Agreement.
to the Third Amendment, the Administrative Agent and Lenders waived a prospective event of default under the Original Credit Agreement that would have resulted from the failure of the Operating Company to timely deliver the financial statements required under the Original Credit Agreement and the related Compliance Certificate, in each case, for the period ended December31, 2016, conditioned upon the delivery of those financial statements and the related compliance certificate on or before September15, 2017. In addition, the Third Amendment clarifies that the Partnership is entitled to add back extraordinary, unusual or non-recurring losses, charges or expenses in calculating consolidated EBITDA for the first two quarters of 2017 for purposes of various financial covenants, subject to a limit of $14.3million for the period ended June30, 2017, and waives certain technical defaults that arose or may have arisen with respect to the second quarter of 2017.
The foregoing description of the Third Amendment is a summary and is qualified in its entirety by reference to the Third Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 1.01 | Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 1.01 | Regulation FD Disclosure |
On August17, 2017, the Partnership issued a press release announcing, among other things, the entering into of the Third Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 1.01, including Exhibit 99.1, 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.
| Item 1.01 | Financial Statements and Exhibits |
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Exhibit Number |
Description |
| 10.1 | Third Amendment and Limited Waiver to Credit Agreement, effective as of August 15, 2017. * |
| 99.1 | Press Release dated August 17, 2017. ** |
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STONEMOR PARTNERS LP ExhibitEX-10.1 2 d440522dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT This THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this “Limited Waiver”),…To view the full exhibit click here
About StoneMor Partners L.P. (NYSE:STON)
StoneMor Partners L.P. owns and operates cemeteries and funeral homes. The Company operates through two segments: Cemetery Operations and Funeral Homes. Its Cemetery Operations segment sells interment rights, caskets, burial vaults, cremation niches, markers and other cemetery related merchandise. Its Funeral Homes segment offers a range of services, including family consultation, final expense insurance products, the removal and preparation of remains, provision of caskets and related funeral merchandise, the use of funeral home facilities for visitation, worship and performance of funeral services, and transportation services. It sells cemetery products and services both at the time of death, which it refers to as at-need, and prior to the time of death, which it refers to as pre-need. It operates approximately 310 cemeteries in over 30 states and Puerto Rico, and approximately 100 funeral homes in over 20 states and Puerto Rico.
