SECURITIES AND EXCHANGE COMMISSION |
|
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 12)* | |
|
StoneMor Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
86184W106 | |
| (CUSIP Number) | |
|
Axar Capital Management, LP 1330 Avenue of the Americas, 30th Floor New York, NY 10019 (212) 356-6130
With a copy to:
Stuart D. Freedman, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
June 19, 2020 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.ý
(Page 1 of 8 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Axar Capital Management, LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 72,804,944 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 72,804,944 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 72,804,944 | |||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Item 4 |
ý | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.81% | |||
| 14 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Axar GP, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 72,804,944 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 72,804,944 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 72,804,944 | |||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Item 4 |
ý | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.81% | |||
| 14 |
TYPE OF REPORTING PERSON OO, HC | |||
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Andrew Axelrod | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ý | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF (see Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 72,804,944 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 72,804,944 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 72,804,944 | |||
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES See Item 4 |
ý | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.81% | |||
| 14 |
TYPE OF REPORTING PERSON IN, HC | |||
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 5 of 8 Pages |
| This Amendment No. 12 (“Amendment No. 12”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on August 1, 2018 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on September 28, 2018 (“Amendment No. 2”), Amendment No. 3 filed with the SEC on October 29, 2018 (“Amendment No. 3”), Amendment No. 4 filed with the SEC on February 5, 2019 (“Amendment No. 4”), Amendment No. 5 filed with the SEC on May 1, 2019 (“Amendment No. 5”), Amendment No. 6 filed with the SEC on June 28, 2019 (“Amendment No. 6”), Amendment No. 7 filed with the SEC on October 29, 2019 (“Amendment No. 7”), Amendment No. 8 filed with the SEC on October 31, 2019 (“Amendment No. 8”), Amendment No. 9 filed with the SEC on January 2, 2020 (“Amendment No. 9”), Amendment No. 10 filed with the SEC on April 3, 2020 (“Amendment No. 10”) and Amendment No. 11 filed with the SEC on May 27, 2020 (“Amendment No. 11” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and this Amendment No. 12, the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.01 per share (the “Common Stock”), of StoneMor Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 12 shall have the meanings set forth in the Schedule 13D. This Amendment No. 12 amends Items 3, 4, 5, 6 and 7 as set forth below. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
Funds for the purchase of the shares of Common Stock reported herein were derived from general working capital of the Axar Vehicles. In order to acquire the 60,750,149 shares of Common Stock reported herein, a total of (i) approximately $41,778,867 was paid to acquire the Purchased Units which converted in the C-Corporation Conversion into shares of Common Stock reported herein, (ii) approximately $63,731,862 was paid for shares of Common Stock reported herein and (iii) $8,800,000 was paid to acquire the 176 shares of Axar Preferred Stock exchanged for shares of Common Stock reported herein. | |
Item 3 of Amendment No. 8 is hereby amended and restated as follows: | |
Funds for the purchase of the Common Units reported herein were derived from general working capital of the Axar Vehicles. A total of approximately $55,531,862 was paid to acquire the Common Units reported herein. In addition, approximately $41,778,867 was paid for the Purchased Units that were not redeemed by the Issuer. |
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| On June 19, 2020, the Investment Manager, the Axar Vehicles and the Issuer completed the previously announced purchase by the Axar Vehicles of a total of 23,287,672 shares of Common Stock, consisting of (i) 11,232,877 shares of Common Stock for an aggregate cash purchase price of $8,200,000 (or $0.73 per share of Common Stock) and (ii) |
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 6 of 8 Pages |
| 12,054,795 shares of Common Stock in exchange for the surrender of one hundred seventy-six (176) shares of Axar Preferred Stock (an exchange ratio of 68,493.15 shares of Common Stock for each share of Axar Preferred Stock surrendered), in each case, pursuant to the Common Stock Purchase Agreement. | |
| Further, pursuant to the Common Stock Purchase Agreement, the Issuer, the Investment Manager, the Axar Vehicles and the other parties listed on the signature pages to the Registration Rights Agreement amended the Registration Rights Agreement on June 19, 2020 (the “Registration Rights Agreement Amendment”) to grant customary registration rights to the Axar Vehicles with respect to the shares of Common Stock acquired pursuant to the Common Stock Purchase Agreement. | |
| The foregoing description of the Registration Rights Agreement Amendment does not purport to be complete and is qualified in its entireties by reference to the full text of the Registration Rights Agreement Amendment, which is attached as Exhibit 19 to this Schedule 3D and is also incorporated herein by reference. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated as follows: | |
| (a) | The percentages used in this Schedule 13D are calculated based upon 117,794,520 shares of Common Stock outstanding, which is the sum of (i) 94,506,848 shares of Common Stock reported to be outstanding as of May 13, 2020 in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 15, and (ii) 23,287,672 shares of Common Stock issued pursuant to the Common Stock Purchase Agreement. |
| See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by each of the Reporting Persons. | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | On June 19, 2020, the Reporting Persons purchased a total of 23,287,672 shares of Common Stock, consisting of (i) 11,232,877 shares of Common Stock for an aggregate cash purchase price of $8,200,000 (or $0.73 per share of Common Stock) and (ii) 12,054,795 shares of Common Stock in exchange for the surrender of one hundred seventy-six (176) shares of Axar Preferred Stock (an exchange ratio of 68,493.15 shares of Common Stock for each share of Axar Preferred Stock surrendered) (in each case, excluding commissions and fees). Other than as set forth in this Item 5(c), there have been no transactions in the shares of Common Stock effected by the Reporting Persons since the filing of Amendment No. 11. |
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 7 of 8 Pages |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| The Reporting Persons’ response to Item 4 is incorporated herein by reference. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit 19: | Amendment to Registration Rights Agreement. |
| CUSIP No. 86184W106 | SCHEDULE 13D/A | Page 8 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 23, 2020
| AXAR CAPITAL Management, LP | |
| By: Axar GP, LLC, its General Partner | |
| By: /s/ Andrew Axelrod | |
| Name: Andrew Axelrod | |
| Title: Sole Member | |
| AXAR GP, LLC | |
| By: /s/ Andrew Axelrod | |
| Name: Andrew Axelrod | |
| Title: Sole Member | |
| /s/ Andrew Axelrod | |
| ANDREW AXELROD | |
Exhibit 19
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of June 19, 2020, by and among StoneMor Inc., a Delaware corporation (“StoneMor”), and each of the other parties listed on the signature pages hereto (the “Demand Holders” and, together with the Company, the “Parties”).
WHEREAS, the Parties desire to amend that certain Registration Rights Agreement, dated as of January 30, 2020 (the “Agreement”), by and among the Company and the Initial Holders, as more fully set forth herein. Capitalized terms used and not defined herein have the same meanings herein as set forth in the Agreement.
WHEREAS, the Company and certain purchasers (the “Purchasers”) have entered into that certain Common Stock Purchase Agreement, dated as of May 27 2020 (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to acquire and purchase from the Company, (a) 12,054,795 additional shares of Common Stock (such shares, the “Exchanged Shares”) in exchange for the surrender of one hundred seventy-six (176) shares of Series A Preferred Stock, $0.01 par value per share, of the Company (the “Preferred Stock”) (an exchange ratio of 68,493.15 shares of Common Stock for each share of Preferred Stock surrendered) purchased on April 3, 2020, and (b) 11,232,877 additional shares of Common Stock for an aggregate cash purchase price of $8,200,000 (such shares, the “Purchased Shares”).
WHEREAS, it is a condition to the consummation of the transactions contemplated by the Purchase Agreement that the Parties amend the Registration Rights Agreement to provide that the Exchanged Shares and the Purchased Shares are registrable under the Agreement.
WHEREAS, Section 9(c) of the Agreement provides that the Agreement may be amended by written agreement of the Company and the Demand Holders.
WHEREAS, the Company and the undersigned, constituting the Demand Holders, now desire to amend the Agreement as set forth below in connection with the issuance and sale by the Company of Purchased Shares.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Amendment. The definition of “Shares” in Section 1 of the Agreement is hereby deleted and replaced in its entirety as follows:
“Shares” means (i) the Common Stock held by the Holders as of the date hereof or acquired pursuant to that certain Common Stock Purchase Agreement, dated as of May 27, 2020, by and among the Company, the Investment Manager (as defined therein) and the Purchasers (as defined therein), and (ii) and any other equity interests of the Company or equity interests in any successor of the Company issued in respect of such shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company. For purposes of this Agreement, a Person shall be deemed to be a holder of Shares and such Shares shall be deemed to be in existence whenever such Person has the right to acquire such Shares (upon conversion, exchange or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right other than vesting), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Shares.
Joinder. The Purchasers who were not previously party to the Agreement hereby agree to become parties thereto and to be bound by, and have the rights set forth in accordance with, the terms and conditions thereof. Each such Purchaser is among the funds or accounts managed by Axar Capital Management, LP within the meaning of the definition of “Axar” in the Agreement.
Miscellaneous.
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in in the Borough of Manhattan in the City of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the Parties irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.
Execution and Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Amendment. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.
[THIS SPACE LEFT BLANK INTENTIONALLY]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
COMPANY:
| By: |
/s/ Austin K.So | |
|
Name: Austin K. So Title: Senior Vice President, Chief Legal Officer and Secretary | ||
| [Signature Page to Amendment to Registration Rights Agreement] |
DEMAND HOLDERS:
SMP SPV LLC
By: Axar Capital Management, LP, its Investment Manager
| By: |
/s/ Andrew Axelrod | |
|
Name: Andrew Axelrod Title: Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP 1330 Avenue of the Americas, 30th Floor New York, NY 10019
| ||
STAR V PARTNERS LLC
By: Axar Capital Management, LP, its Investment Manager
| By: |
/s/ Andrew Axelrod | |
|
Name: Andrew Axelrod Title: Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP 1330 Avenue of the Americas, 30th Floor New York, NY 10019 | ||
| [Signature Page to Amendment to Registration Rights Agreement] |
BLACKWELL PARTNERS LLC – SERIES E, solely with respect to the assets for which Axar Capital Management LP acts as its Investment Manager
By: Axar Capital Management, LP, its Investment Manager
| By: |
/s/ Andrew Axelrod | |
|
Name: Andrew Axelrod Title: Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP 1330 Avenue of the Americas, 30th Floor New York, NY 10019 | ||
AXAR MASTER FUND FH SPV LLC
By: Axar Capital Management, LP, its Investment Manager
| By: |
/s/ Andrew Axelrod | |
|
Name: Andrew Axelrod Title: Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP 1330 Avenue of the Americas, 30th Floor | ||
| [Signature Page to Amendment to Registration Rights Agreement] |
US CEMETERY HOLDINGS LLC
By: Axar Capital Management, LP, its Investment Manager
| By: |
/s/ Andrew Axelrod | |
|
Name: Andrew Axelrod Title: Authorized Signatory
Address for notice:
c/o Axar Capital Management, LP 1330 Avenue of the Americas, 30th Floor | ||
| [Signature Page to Amendment to Registration Rights Agreement] |
AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC
By: AIM Universal Holdings, LLC
its Managing Member
| By: |
/s/ Robert B. Hellman, Jr. | |
|
Name: Robert B. Hellman, Jr. Title: Managing Member
Address for notice: American Cemeteries Infrastructure Investors, LLC 950 Tower Lane, Suite 800, Foster City, CA 94404 | ||
| [Signature Page to Amendment to Registration Rights Agreement] |