STONEMOR PARTNERS LP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-12-31: Form 8-K; Period of report 2019-12-31; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.01.
- 2019-12-20: Form 8-K; Period of report 2019-12-20; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
- 2019-12-20: Form 8-K; Period of report 2019-12-18; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2019-12-12: Form 8-K; Period of report 2019-12-11; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-12-31 | 8-K | 2019-12-31 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 31, 2019, StoneMor and certain of its affiliates completed the previously announced reorganization transaction pursuant to that certain Merger and Reorganization Agreement, dated as of September 27, 2018 (as amended to date, the “Merger Agreement”), by and among the Partnership, StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP,” when referring to the company prior to the Conversion (as defined below)), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of GP (“GP Holdings”), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of GP (“Merger Sub”), pursuant to which, among other things, the Partnership became a wholly-owned subsidiary of the converted GP. 3.01 Prior to the Merger, the Partnership’s Common Units were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the NYSE. 3.03 The information set forth under Item 2.01 and 3.01 is incorporated into this Item 3.03 by reference. 5.01 Upon the effective time of the Merger, a change in control of the Partnership occurred and all of the Partnership’s Common Units are now beneficially owned by the Company. 5.02 In connection with the consummation of the Merger, on December 31, 2019, all directors and executive officers of the General Partner became the directors and executive officers of the Company. 5.03 In connection with the consummation of the Merger, on December 31, 2019, the Board of Directors of the Company approved the amendment and restatement of the Partnership’s agreement of limited partnership. 7.01 On December 31, 2019 the Partnership issued a press release announcing the completion of the Merger. | d853863d8k.htm |
| 2019-12-20 | 8-K | 2019-12-20 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 A special meeting of the unitholders (the “unitholder meeting”) of StoneMor Partners L.P. (“StoneMor” or the “Partnership”) was held on December 20, 2019 to consider and vote on proposals (i) to adopt the Merger and Reorganization Agreement, dated as of September 27, 2018, as amended to date (the “Merger Agreement”) by and among the Partnership, StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of GP (“GP Holdings”), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of GP (“Merger Sub”), and the transactions contemplated thereby, including among other things, GP’s conversion 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) and the Partnership’s merger with and into Merger Sub with the Partnership becoming a wholly owned subsidiary of the Company and the unitholders of the Partnership becoming shareholders in the Company (the “Merger”) and (ii) to approve the adjournment of the unitholder meeting, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at the time of the unitholder meeting. 7.01 On December 20, 2019, the Partnership issued a press release announcing the results of the unitholder meeting and expected closing date of the Merger. | d850349d8k.htm |
| 2019-12-20 | 8-K | 2019-12-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 18, 2019, StoneMor GP LLC (the “General Partner”), the general partner of StoneMor Partners L.P. (the “Partnership”), approved the first amendment (the “First Amendment”) to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan (the “Plan”), which increased the number of common units of the Partnership reserved for delivery under the Plan by 4,500,000 common units and removed the authority of the board of directors of the General Partner to increase the number of common units of the Partnership reserved for delivery under the Plan by 100,000 common units on an annual basis. | d850261d8k.htm |
| 2019-12-12 | 8-K | 2019-12-11 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On December 11, 2019, the Partnership and the General Partner entered into the Settlement with the SEC with respect to alleged violations of the reporting, books and records, internal accounting controls and related provisions of the federal securities laws that occurred prior to 2017 under the Partnership’s former management team. | ston-8k_20191211.htm |
| 2019-12-05 | 8-K | 2019-12-04 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On December 4, 2019, the Partnership issued a press release announcing the execution of the Agreement discussed in Item 1.01. | ston-8k_20191204.htm |
| 2019-11-15 | 8-K | 2019-11-15 | 8.01 Other Events | 8.01 On November 15, 2019, StoneMor Partners L.P. (“StoneMor” or the “Partnership”) issued a press release announcing that StoneMor GP LLC’s (“GP”) Registration Statement on Form S-4 has become effective pursuant to the rules and regulations of the Securities and Exchange Commission (the “Commission”) as of November 15, 2019, and that StoneMor has filed a definitive proxy statement/prospectus with the Commission for the special meeting of its unitholders to vote on the previously announced merger transaction between the Partnership and GP. | d831908d8k.htm |
| 2019-11-08 | 8-K | 2019-11-07 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 7, 2019, StoneMor Partners L.P. (the “Partnership”) issued a press release announcing its financial results for its quarter and nine months ended September 30, 2019. 8.01 As discussed above in Item 2.02, on November 7, 2019, the Partnership issued a press release announcing its financial results for the quarter and nine months ended September 30, 2019. | d829574d8k.htm |
| 2019-10-29 | 8-K | 2019-10-25 | 8.01 Other Events | 8.01 On October 25, 2019, StoneMor Partners L.P.’s (“StoneMor” or the “Partnership”) previously announced Rights Offering to unitholders closed to subscriptions. | d822468d8k.htm |
| 2019-10-25 | 8-K | 2019-10-25 | 8.01 Other Events | 8.01 On October 25, 2019, StoneMor Partners L.P. (“StoneMor” or the “Partnership”) issued a press release announcing that it has established a record date of 5:00 p.m. | d821472d8k.htm |
| 2019-09-25 | 8-K | 2019-09-25 | 8.01 Other Events | 8.01 On September 25, 2019, StoneMor Partners L.P. (“StoneMor” or the “Partnership”) issued a press release to announce the commencement of its previously-announced shareholder rights offering. | d787666d8k.htm |
| 2019-09-19 | 8-K | 2019-09-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 5.02 On September 19, 2019, StoneMor Partners L.P. (the “Partnership”) announced the departure of Garry P. Herdler as Senior Vice President and Chief Financial Officer of StoneMor GP LLC, the general partner of the Partnership (“StoneMor GP”), the appointment of Jeffrey DiGiovanni as Senior Vice President and Chief Financial Officer of StoneMor GP and the departure of James S. Ford as Chief Operating Officer and Senior Vice President. 7.01 On September 19, 2019, the Partnership issued a press release announcing the management changes discussed in Item 5.02. 8.01 As discussed above in Item 5.02, on September 19, 2019, the StoneMor GP elevated Jeffrey DiGiovanni to the position of Senior Vice President and Chief Financial Officer, succeeding Garry P. Herdler, who will remain in a consulting capacity for a 14-week period. | d803473d8k.htm |
| 2019-09-16 | 8-K | 2019-09-16 | 8.01 Other Events | 8.01 On September 16, 2019, StoneMor Partners L.P. (“StoneMor” or the “Partnership”) issued a press release to announce that it has set 5:00 p.m. | d799497d8k.htm |
| 2019-08-08 | 8-K | 2019-08-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 8, 2019, StoneMor Partners L.P. (the “Partnership”) issued a press release announcing its financial results for its quarter and six months ended June 30, 2019. 7.01 In addition to the information described in Item 2.02 of this Current Report on Form 8-K, the press release also provided an update on the status of the Partnership’s outstanding units. | d753966d8k.htm |
| 2019-08-08 | 8-K | 2019-08-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 1, 2019, the Compensation and Nominating and Governance Committee (“Committee”) of the Board of Directors of StoneMor GP LLC (“StoneMor GP”), the general partner of StoneMor Partners L.P. (the “Partnership”), approved the withholding of an aggregate of 376,351 common units otherwise issuable in connection with the accelerated vesting of certain phantom and restricted unit awards previously granted to certain employees of StoneMor GP pursuant to the Partnership’s Amended and Restated 2019 Long-Term Incentive Plan (the “LTIP”) in satisfaction of such employees’ tax withholding obligations arising from such accelerated vesting in the aggregate amount of $677,431.80. | d770402d8k.htm |
| 2019-07-22 | 8-K/A | 2019-06-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As a condition to, and effective immediately prior to, the consummation of the Notes and Preferred Unit issuance, the Board of Directors of the General Partner was reconstituted. | d769755d8ka.htm |
| 2019-06-28 | 8-K/A | 2019-06-27 | 8.01 Other Events | 8.01 As previously reported, on June 27, 2019, StoneMor Partners L.P. (the “Partnership”) issued a press release announcing the consummation of debt and equity recapitalization transactions, changes to the composition to the General Partner’s board of directors and an investor call to be held on June 28, 2019 at 8:30 a.m. | d65153d8ka.htm |
| 2019-06-28 | 8-K | 2019-06-27 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 As previously reported, on June 27, 2019, StoneMor Partners L.P. (the “Partnership”) issued a press release announcing the consummation of debt and equity recapitalization transactions, changes to the composition to the General Partner’s board of directors and an investor call to be held on June 28, 2019 at 8:30 a.m. 8.01 As previously reported, on June 27, 2019 (the “Closing Date”), StoneMor Partners L.P. (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc. (collectively with the Partnership, the “Issuers”), certain direct and indirect subsidiaries of the Partnership (the “Guarantors”), the initial purchasers party thereto (the “Initial Purchasers”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) entered into an indenture (the “Indenture”) with respect to the 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 (the “Notes”). | d768365d8k.htm |
| 2019-06-28 | 8-K | 2019-06-27 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 1.02 On June 27, 2019, the Issuers sold the Notes pursuant to the Indenture and the Partnership issued the Preferred Units pursuant to the Series A Purchase Agreement, as described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated in its entirety by reference herein. 2.01 On June 27, 2019, pursuant to the Indenture and the Collateral Agreement, the Issuers granted a first priority lien and security interest (subject to permitted liens and security interests) in substantially all of the Issuers’ and the Guarantors’ assets, whether now owned or hereafter acquired, including mortgages on substantially all of the Issuers’ and the Guarantors’ real property, excluding certain real property which includes, among other excluded real property and unless encumbered by an existing mortgage, owned and leased real property that (i) may not be pledged as a matter of law or without governmental approvals, (ii) is not operated or intended to be operated as a cemetery, crematory or funeral home or (iii) is the subject of specified immaterial leases. 2.03 On June 27, 2019, the Issuers issued the Notes governed by the Indenture. 3.02 The information set forth under the heading “Series A Preferred Unit Purchase Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated in its entirety by reference in this Item 3.02. 5.02 As a condition to, and effective immediately prior to, the consummation of the Notes and Preferred Unit issuance, the Board of Directors of the General Partner was reconstituted. 5.03 The information set forth under the heading “Third Amended and Restated Agreement of Limited Partnership” and the description of the rights, preferences and privileges of the Preferred Units set forth under the heading “Series A Preferred Unit Purchase Agreement” in Item 1.01 of this Current Report on Form 8-K are incorporated in their entirety by reference in this Item 5.03. 7.01 On June 27, 2019, the Partnership issued a press release announcing the consummation of the transactions contemplated by the Indenture and the Series A Purchase Agreement, the changes to the composition to the General Partner’s board of directors and an investor call to be held on June 28, 2019 at 8:30 am. | d771394d8k.htm |
| 2019-05-01 | 8-K | 2019-04-30 | 1.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant | 1.01 Entry into a Material Definitive Agreement. 5.01 The information set forth in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 5.01. | d739156d8k.htm |
| 2019-04-16 | 8-K | 2019-04-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On April 15, 2019, StoneMor Partners L.P. (the “Partnership”) announced the retirement of Mark L. Miller as Chief Financial Officer and Senior Vice President of StoneMor GP LLC, the general partner of the Partnership (“StoneMor GP”), and the appointment of Garry P. Herdler as Senior Vice President and Chief Financial Officer of StoneMor GP, effective on April 15, 2019 (the “Effective Date”). 7.01 On April 15, 2019, the Partnership issued a press release announcing the retirement of Mr. Miller and the appointment of Mr. Herdler. | ston-8k_20190415.htm |
| 2019-04-02 | 8-K | 2019-03-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 27, 2019, StoneMor GP LLC (the “General Partner”), the general partner of StoneMor Partners L.P. (the “Partnership”), approved the amendment and restatement of the StoneMor Amended and Restated 2018 Long-Term Incentive Plan, which was also renamed the StoneMor Amended and Restated 2019 Long-Term Incentive Plan (the “Restated Plan”), in order to (i) increase the number of common units of the Partnership reserved for delivery under the Restated Plan and (ii) make certain other clarifying changes and updates to the Restated Plan. | d706047d8k.htm |
| 2019-02-15 | 8-K | 2019-02-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective February 1, 2019, as part of a restructuring that included a reduction of approximately 45 positions, StoneMor GP LLC (“StoneMor GP”), the general partner of StoneMor Partners L.P., terminated the employment of Ken Lee, its National Vice President of Operations. | d709525d8k.htm |
| 2019-02-12 | 8-K | 2019-02-12 | 2.02 Results of Operations and Financial Condition | 2.02 On February 12, 2019, StoneMor Partners L.P. (the “Partnership”) issued a press release (the “Press Release”) providing certain preliminary and unaudited financial results for the six months ended June 30, 2018. | d706614d8k.htm |
| 2019-02-04 | 8-K | 2019-02-04 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 This information set forth under Item 1.01 above is hereby incorporated into this Item 2.03 by reference. 7.01 On February 4, 2019, the Partnership issued a press release announcing its entry into the Eighth Amendment to the Credit Agreement, among other things. 8.01 (i) To the extent required, the information included in Item 7.01 of this Form 8-K is incorporated into this Item 8.01. | d699723d8k.htm |