On March 29, 2018, StoneMor Partners L.P. (the “Partnership”) issued a press release (the “Press Release”) announcing certain preliminary and unaudited financial results for the year ended December 31, 2017. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form8-Kand is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 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 (the “Securities Act”), or the Exchange Act, other than to the extent that such filing incorporates any or all of such information by express reference thereto.

On March19, 2018, the Partnership filed a Form12b-25(the “Form12b-25”)with the U.S. Securities and Exchange Commission (the “SEC”) indicating that, for the reasons set forth in the Form12b-25,the Partnership was not able to file its Annual Report on Form10-Kfor the fiscal year ended December31, 2017 (the “2017 Form10-K”)on or before March16, 2018, the date on which such report initially was due. As a result, the Partnership has extended by 15 days the date on which the 2017 Form10-Kis due to be filed with the SEC to Rule12b-25(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the Partnership’s filing of the Form12b-25,the 2017 Form10-Know is due to be filed with the SEC by April 2, 2018.

Under the Partnership’s revolving credit facility, the failure to deliver to the lenders the audited 2017 financial statements that will be included in the 2017 Form10-Kby April 2, 2018 would constitute an event of default. In addition, under such circumstances, the Partnership would likely not be able to deliver certain required compliance certificates under the revolving credit facility by April 2, 2018, which would be a separate event of default.

to the indenture under which the Partnership’s 7.875% Senior Notes due 2021 (the “Notes”) were issued (the “Indenture”), the Partnership is required either to file the 2017 Form10-Kwith the SEC or to furnish to the holders of the Notes (the “Holders”), with a copy to the trustee under the Indenture (the “Trustee”), the financial information that would be required to be contained in the 2017 Form10-K,on or before April 2, 2018. The Partnership’s failure to comply with such obligations would constitute a breach of its covenants under the Indenture. to the Indenture, the Partnership would have 120 days after written notice of any such breach has been given to the Partnership to cure such breach by filing the 2017 Form10-Kwith the SEC. Even if it is unable to file the 2017 Form10-Kby April 2, 2018, the Partnership believes that it will be able to file the 2017 Form10-Kwith the SEC within any such120-daycure period. However, there can be no assurance that the Partnership will be able to file the 2017 Form10-Kwith the SEC or otherwise furnish the information that would be contained therein to the Holders within such period.

If the Partnership does not file the 2017 Form10-Kby April 2, 2018, it is also likely to receive a notice from the New York Stock Exchange (the “Exchange”) of the procedures with which it must comply to correct this filing delinquency. These procedures will include the Partnership contacting the Exchange to discuss the status of the 2017 Form10-Kand issuing a press release regarding the filing delinquency. Although the Exchange’s guidelines provide for an initialsix-monthperiod in which to cure the filing delinquency, the Exchange reserves the right to commence suspension or delisting procedures at any time following a filing delinquency. There can be no assurance that the Partnership will be able to file the 2017 Form10-Kbefore the Exchange acts to suspend trading in or delist the Partnership’s common units.

As a result of the delays in the preparation and filing of (i) the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which included amendments to the Partnership’s audited consolidated financial statements as of December 31, 2015, and for each of the two years in the period ended December 31, 2015, and (ii) the Partnership’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, which included amendments to the Partnership’s unaudited condensed consolidated financial information for the three months ended March 31, 2016, June 30, 2016 and September 30, 2016, respectively, the Partnership’s independent registered public accountants have not completed their audit for the fiscal year ended December31, 2017. The Partnership believes it is likely that the 2017 Form 10-K will not be completed in time for it to be filedby April 2, 2018.

In addition to the information described in Item 2.02 of this Current Report on Form 8-K and above in this Item 2.02, the Press Release also announced that the Partnership is working with its lenders to secure a waiver or other relief to extend the date by the 2017 Form 10-K must be filed. 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 2.02, including Exhibit 99.1 incorporated by reference herein, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 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.

(d)Exhibits.

** Furnished herewith.

STONEMOR PARTNERS LP Exhibit
EX-99.1 2 exhibit991-pressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1     CONTACT:  John McNamara   Director – Investor Relations   StoneMor Partners L.P.   (215) 826-2945StoneMor Partners L.P. Provides Preliminary Unaudited Results for 2017 and Announces Delay in Filing Form 10-KTREVOSE,…
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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.