STON » Topics » (Former name, former address and former fiscal year, if changed since last report)

This excerpt taken from the STON 8-K filed Nov 12, 2009.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 7.01. Regulation FD Disclosure.

In connection with certain securities offerings that StoneMor Partners L.P. (the “Partnership”) announced on November 10, 2009, the Partnership is providing the following information. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

This excerpt taken from the STON 8-K filed Nov 12, 2009.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events.

On November 10, 2009, Stonemor Partners L.P. issued a press release announcing the commencement of its private $150 million debt offering. A copy of the press release, attached hereto as Exhibit 99.1, is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

 

Exhibit No.

  

Description

99.1    Press Release dated November 10, 2009.

 

2


This excerpt taken from the STON 8-K filed Nov 12, 2009.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

StoneMor Partners L.P. (the “Company”) is filing this Current Report on Form 8-K (the “Form 8-K”) to update the historical consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”) to reflect the adoption of Accounting Standards Codification (“ASC”) 810-10-65-1, which had been referred to prior to the codification of generally accepted accounting principles as Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.”

The historical financial information in Exhibit 99.1 attached hereto has been revised and updated from its previous presentation to reflect the adoption of SFAS No. 160 for the fiscal years ended December 31, 2007 and 2008.

In the first quarter of 2009, the Company reviewed ASC 810-10-65-1, which relates to consolidations and determined that balances historically designated as “non-controlling interest in perpetual care trusts” in its condensed consolidated balance sheet do not meet the criteria for non-controlling interests. Accordingly, the Company reclassified the amount previously recorded as a commitment and contingency item “Non-controlling interests in perpetual care trusts” as a liability recorded as “Perpetual care trust corpus”.

Pursuant to state law, a portion of the proceeds from the sale of cemetery property must be deposited into a perpetual care trust.

The perpetual care trust principal does not belong to the Company and must remain in the trust in perpetuity. The Company consolidates the trust into the Company’s financial statements in accordance with ASC 810-10-15-(13 through 22) because the trust is considered a variable interest entity for which the Company is the primary beneficiary.

The fair value of trust assets is recorded as an asset on the Company’s balance sheet. Prior to the adoption of ASC 810-10-65-1, this asset was offset by a commitment and contingency titled “Non-controlling interest in perpetual care trusts”. In accordance with the provisions of ASC 810-10-65-1, the Company reclassified this amount as a liability on its balance sheet titled “Perpetual care trust corpus”.

This change results in an increase in the Company’s total liabilities of approximately $208.6 million as of December 31, 2007 and $152.8 million as of December 31, 2008 offset by a decrease in commitments and contingencies of the same amounts for the same period end. There is no impact due to this change on:

 

   

Partners’ capital as of December 31, 2007 or 2008;

 

   

Net income for the years ended December 31, 2006, 2007, or 2008; or

 

   

Cash flows for the years ended December 31, 2006, 2007, or 2008.

 

1


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

 

Exhibit No.

  

Description

23.1    Consent of Deloitte & Touche LLP.
99.1    Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements and notes thereto recast for the adoption of SFAS No. 160 for the fiscal years ended December 31, 2008, 2007, and 2006, and Controls and Procedures (which replaces and supersedes Part II, Item 7, Item 8 and Item 9A, respectively, of the Form 10-K for the fiscal year ended December 31, 2008 filed with the Securities and Exchange Commission on March 31, 2009).

 

2


This excerpt taken from the STON 8-K filed Nov 9, 2009.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On November 9, 2009, the Registrant issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

  (a) Financial statements of businesses acquired.

None.

 

  (b) Pro forma financial information.

None.

 

  (c) Exhibits.

The following exhibit is furnished herewith:

 

Exhibit
No.

  

Description

99.1    Press Release dated November 9, 2009.

 

2


This excerpt taken from the STON 8-K filed Aug 10, 2009.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On August 10, 2009, the Registrant issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

  (a) Financial statements of businesses acquired.

None.

 

  (b) Pro forma financial information.

None.

 

  (c) Exhibits.

The following exhibit is filed herewith:

 

Exhibit No.

  

Description

99.1    Press Release dated August 10, 2009.

 

2


This excerpt taken from the STON 8-K filed Jun 29, 2009.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 8.01. Other Events.

On June 23, 2009, StoneMor GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of, and acting on behalf of, StoneMor Partners L.P., a Delaware limited partnership (the “Company”), and Robert B. Hellman, Jr., its director, entered into a Director Restricted Phantom Unit Agreement (the “Director Agreement”) under the Company’s Long-Term Incentive Plan. Pursuant to the Director Agreement, commencing with the first regular quarterly board meeting of the General Partner in 2009, Mr. Hellman’s compensation in the annual amount of $12,500 payable in consideration for his service as a director will be deferred and credited, in the form of phantom units, to a mandatory deferred compensation account (the “Account”) established by the General Partner for Mr. Hellman. Under the Director Agreement, Mr. Hellman is also entitled to distribution equivalent rights, and the General Partner will credit the Account, solely in phantom units, with an amount equal to the cash distributions paid on common units representing limited partner interests. The terms of the Director Agreement are substantially similar to those of the Director Restricted Phantom Unit Agreement between the General Partner and its other non-employee directors described in, and attached to, the Company’s Current Report on Form 8-K dated June 5, 2006.

This summary is not intended to be complete and is qualified in its entirety by reference to the Director Agreement, which is incorporated by reference in its entirety herein and a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.

In addition, Mr. Hellman’s annual cash retainer was reduced from $25,000 to $22,500 effective January 1, 2009, which is similar to the annual cash retainer received by other non-employee directors of the General Partner. Mr. Hellman will also receive a meeting fee of $1,000 for each meeting of the board of directors attended in person, $750 for each committee meeting attended in person, a fee of $500 for participation in each telephone board call that is greater than one hour, but less than two hours, and $1,000 for participation in each telephone board call that is two hours or more, which fees are similar to those received by other non-employee directors of the General Partner.

 

ITEM 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

The following exhibit is filed herewith:

 

Exhibit No.

 

Description

10.1   Director Restricted Phantom Unit Agreement by and between StoneMor GP LLC and Robert Hellman dated June 23, 2009.

 

2


This excerpt taken from the STON 10-Q filed May 18, 2009.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Smaller reporting company  ¨
      (Do not check if smaller reporting company)   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of the registrant’s outstanding common units at May 11, 2009 was 9,771,443

 

 

 


This excerpt taken from the STON 10-Q filed May 11, 2009.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Smaller reporting company  ¨
      (Do not check if smaller reporting company)   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of the registrant’s outstanding common units at May 11, 2009 was 11,891,335

 

 

 


Index – Form 10-Q

 

     Page
Part I    Financial Information   
Item 1.    Financial Statements – Unaudited    1
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    23
Item 3.    Quantitative and Qualitative Disclosures About Market Risk    42
Item 4.    Controls and Procedures    43
Part II    Other Information   
Item 1.    Legal Proceedings    44
Item 1A.    Risk Factors    44
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    45
Item 3.    Defaults Upon Senior Securities    45
Item 4.    Submission of Matters to a Vote of Security Holders    45
Item 5.    Other Information    45
Item 6.    Exhibits    46
   Signatures    47


This excerpt taken from the STON 8-K filed May 11, 2009.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On May 11, 2009, the Registrant issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

  (a) Financial statements of businesses acquired.

None.

 

  (b) Pro forma financial information.

None.

 

  (c) Exhibits.

The following exhibit is filed herewith:

 

Exhibit No.

  

Description

99.1    Press Release dated May 11, 2009.

 

2


This excerpt taken from the STON 8-K filed May 6, 2009.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 1.01. Entry into a Material Definitive Agreement.

On April 30, 2009, StoneMor Partners L.P. (the “Company”) entered into the Second Amendment to Amended and Restated Credit Agreement by and among the Company, StoneMor GP LLC (“StoneMor GP”), StoneMor Operating LLC (the “Operating Company”), certain subsidiaries of the Operating Company, the lenders, and Bank of America, N.A., as Administrative Agent (the “Second Amendment”). In connection with the Second Amendment, on April 30, 2009, the Company also entered into the Second Amendment to Amended and Restated Note Purchase Agreement by and among the Company, StoneMor GP, the Operating Company, certain subsidiaries of the Company and the noteholders (the “Second Amendment to NPA”).

The following is a summary of the material provisions of the foregoing agreements. This summary is qualified in its entirety by reference to the Second Amendment and the Second Amendment to NPA, which are incorporated by reference in their entirety herein and copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively. Capitalized terms which are not defined in this Current Report on Form 8-K shall have the meanings assigned to such terms in the Second Amendment and Second Amendment to NPA or the Credit Agreement and the Note Purchase Agreement, as applicable.

This excerpt taken from the STON 8-K filed Mar 31, 2009.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition

On March 31, 2009, the Registrant issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

  (a) Financial statements of businesses acquired.

None.

 

  (b) Pro forma financial information.

None.

 

  (c) Exhibits.

The following exhibit is filed herewith:

 

Exhibit No.

  

Description

99.1    Press Release dated March 31, 2009.

 

2


This excerpt taken from the STON 8-K filed Mar 2, 2009.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in the reports of StoneMor Partners L.P. (“StoneMor”) filed with the Securities and Exchange Commission, on August 15, 2007, StoneMor Operating LLC, a wholly owned subsidiary of StoneMor (the “Operating Company”), and certain of its subsidiaries (collectively, the “Borrowers”) entered into the Amended and Restated Credit Agreement, as amended (the “Credit Agreement”), with Bank of America, N.A. (“Bank of America”), other lenders, and Banc of America Securities LLC (“BAS,” and collectively, the “Lenders”). Bank of America also serves as the administrative agent under the Credit Agreement. The Credit Agreement currently provides for a $65 million Senior Secured Credit Facility (“Senior Credit Facility”) consisting of a $40 million acquisition credit facility (the “Acquisition Facility”) and a $25 million revolving credit facility (the “Revolving Facility”). StoneMor and StoneMor GP LLC, the general partner of StoneMor, serve as guarantors in connection with the Senior Credit Facility.

On February 25, 2009, the Operating Company, Bank of America and BAS entered into a commitment letter dated February 24, 2009 (the “Commitment Letter”) and a fee letter dated February 24, 2009 (the “Fee Letter”) in connection with and in consideration of agreements contained in the Commitment Letter. The Commitment Letter contemplates certain increases in the Senior Credit Facility, as described below.

The following is a summary of the material provisions of the Commitment Letter and the Fee Letter and is qualified in its entirety by reference to the Commitment Letter and the Fee Letter. The Commitment Letter is incorporated by reference in its entirety herein and a copy of such document is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 10.1. Capitalized terms which are not defined in this Report shall have the meanings assigned to such terms in the Commitment Letter, the Fee Letter or the Credit Agreement, as applicable.

Pursuant to the Commitment Letter, Bank of America agreed to act as the sole administrative agent for a $90 million increase in the Senior Credit Facility (the “Increase”), consisting of (i) up to an additional $80 million in the Acquisition Facility and (ii) an additional $10 million in the Revolving Facility. Bank of America also committed to lend to the Borrowers $5 million of the Increase (for an aggregate commitment of Bank of America of $30 million under the increased Senior Credit Facility), subject to certain terms and conditions. Additionally, BAS has undertaken to act as sole lead arranger and sole book manager for the Increase and to use its best efforts to form a syndicate of financial institutions for the Increase, including Bank of America (the “Lenders”), that is acceptable to the Borrowers.

The commitment of Bank of America and the undertaking of BAS to provide the services under the Commitment Letter are subject to the satisfaction of certain conditions precedent, including, but not limited, to the following: (a) the completion of a due diligence review of the assets, liabilities and business of the Borrowers; (b) the accuracy and completeness of the Borrowers’ representations to Bank of America and BAS; (c) the negotiation, execution and delivery of definitive documentation for the Senior Credit Facility to reflect the Increase consistent with the Summary of Terms and Conditions attached to the Commitment Letter as Exhibit A and incorporated by reference in the Commitment Letter; and (d) commitments shall have been received from the Lenders for the remaining $85 million of the Increase on the terms and conditions referred to in the Commitment Letter.

Following the Increase, the Senior Credit Facility will consist of (1) a $35 million Revolving Facility maturing on August 15, 2012 (the “Maturity Date”), and (2) a $120 million Acquisition Facility.


The Acquisition Facility will include (i) a $40 million term loan facility which may be borrowed in multiple drawdowns during the period from the Closing Date, as defined below, until Maturity and (ii) up to an $80 million sublimit (the “Refinancing Sublimit”) which will be available during the period from the Closing Date through September 20, 2009. Drawdowns under the Refinancing Sublimit must be used solely to refinance all or a portion of the outstanding Senior Secured Notes under the Borrowers’ Amended and Restated Note Purchase Agreement, as amended, dated August 15, 2007 (the “NPA”), which are scheduled to mature and become due on September 20, 2009 (the “Maturing Notes”). As of the date of this Report, the principal amount outstanding under the Maturing Notes is $80 million. However, if any portion of the Maturing Notes is refinanced (on terms acceptable to the Required Lenders) on or prior to September 20, 2009 by funds other than those drawn on the Refinancing Sublimit, the Borrowers may use any remaining unused portion of the Refinancing Sublimit to finance acquisitions in accordance with the Acquisition Facility through the Maturity Date.

Pursuant to the Commitment Letter, the interest rates per annum applicable to the Senior Credit Facility will, at the option of the Operating Company, be either (a) the greater of (i) LIBOR or (ii) 2.00%, plus the Applicable Margin or (b) the Base Rate plus the Applicable Margin. “Applicable Margin” means a percentage per annum ranging from 3.25% to 4.25% for LIBOR Loans and 2.25% to 3.25% for Base Rate Loans, as determined in accordance with a schedule based on the Operating Company’s leverage ratio, set forth in an addendum to the Commitment Letter. “Base Rate” means, for any day, a rate per annum equal to the highest of (i) the Prime Rate for such day, (ii) the sum of 0.50% plus the Federal Funds Rate for such day and (iii) except during a Eurodollar Unavailability Period, the sum of LIBOR plus 1.00%.

In addition, pursuant to the Commitment Letter, in connection with the Increase, the Borrowers will agree to maintain the following financial ratios:

 

   

Minimum Consolidated Interest Coverage Ratio of 3.25 for the first four fiscal quarters including or immediately following the Closing Date, and thereafter 3.50 to 1.0.

 

   

Maximum Consolidated Leverage Ratio of 3.75 for the first four fiscal quarters including or immediately following the Closing Date, and thereafter 3.50 to 1.0.

 

   

Minimum Consolidated EBITDA of $39 million (to be increased by 80% of additional EBITDA acquired in any Permitted Acquisition).

The definition of “Consolidated EBITDA” set forth in the Credit Agreement will be amended to include an add-back for fees, costs and expenses incurred in connection with the Increase and related transactions described in the Commitment Letter.

The Closing (as defined below) and the Increase under the Senior Credit Facility will be subject to certain conditions precedent satisfactory to Bank of America and each of the Lenders including, but not limited to, entering into any amendments or restatements necessary or advisable to the Intercreditor Agreement, the NPA or the Maturing Notes or any of the Mortgages or other Collateral Documents securing the Senior Credit Facility and the Maturing Notes.

The proceeds of the Senior Credit Facility are intended to be used (i) to refinance the Maturing Notes (as described above); (ii) for working capital, capital expenditures, and other lawful corporate purposes; (iii) to finance Permitted Acquisitions; and (iv) to finance all fees, costs and expenses incurred in connection with the Increase and the other transactions contemplated pursuant to the Commitment Letter.

 

2


The Commitment Letter and the Fee Letter do not, in and of themselves, amend or otherwise modify the Senior Credit Facility. The Increase contemplated by such documents will be evidenced by a separate agreement delivered by the Borrowers, the Administrative Agent and Required Lenders. The Commitment Letter expires on April 30, 2009 (the “Closing Date”), unless definitive documentation for the Senior Credit Facility is executed and delivered prior to such date (the “Closing”).

Pursuant to the Fee Letter, the Operating Company is obligated to pay certain fees to Bank of America and BAS, for its account or for the account of the Lenders. In accordance with the Fee Letter, the Operating Company paid a fee of $250,000 to BAS in connection with entering into the Commitment Letter and additional fees will be due upon Closing.

 

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 25, 2009, the Operating Company entered into the Commitment Letter and Fee Letter with Bank of America and BAS in connection with entering into the Commitment Letter. The terms of the Commitment Letter and the Fee Letter are described in Item 1.01 of this Report, which description is incorporated by reference herein.

 

ITEM 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

The following exhibits are filed herewith:

 

Exhibit No.

  

Description

10.1    Commitment Letter, effective as of February 25, 2009, by and among Bank of America, N.A., Banc of America Securities LLC and StoneMor Operating LLC.

 

3


This excerpt taken from the STON 8-K filed Nov 10, 2008.

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


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