0001140361-20-000116.txt : 20200103 0001140361-20-000116.hdr.sgml : 20200103 20200103100449 ACCESSION NUMBER: 0001140361-20-000116 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200103 DATE AS OF CHANGE: 20200103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mangrove Partners Master Fund, Ltd. CENTRAL INDEX KEY: 0001569227 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20503586 BUSINESS ADDRESS: STREET 1: MAPLES CORP. SVCS, PO BOX 309 STREET 2: UGLAND HOUSE, S. CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2128979537 MAIL ADDRESS: STREET 1: 645 MADISON AVE, 14 FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mangrove Partners Fund (Cayman Drawdown), L.P. CENTRAL INDEX KEY: 0001796901 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20503587 BUSINESS ADDRESS: STREET 1: 645 MADISON, 14 FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-897-9537 MAIL ADDRESS: STREET 1: 645 MADISON, 14 FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mangrove Partners i-Feeder 1, Ltd. CENTRAL INDEX KEY: 0001797304 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20503588 BUSINESS ADDRESS: STREET 1: 645 MADISON, 14 FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-897-9537 MAIL ADDRESS: STREET 1: 645 MADISON, 14 FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mangrove Partners Fund (Cayman), Ltd. CENTRAL INDEX KEY: 0001569229 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20503589 BUSINESS ADDRESS: STREET 1: MAPLES CORP. SVCS, PO BOX 309 STREET 2: UGLAND HOUSE, S. CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 1 345 949 8066 MAIL ADDRESS: STREET 1: MAPLES CORP. SVCS, PO BOX 309 STREET 2: UGLAND HOUSE, S. CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mangrove Partners Fund, L.P. CENTRAL INDEX KEY: 0001486623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20503590 BUSINESS ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 630 5072 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mangrove Partners Fund (Cayman Partnership), L.P. CENTRAL INDEX KEY: 0001796955 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20503591 BUSINESS ADDRESS: STREET 1: 645 MADISON, 14 FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-897-9537 MAIL ADDRESS: STREET 1: 645 MADISON, 14 FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MANGROVE PARTNERS CENTRAL INDEX KEY: 0001535392 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20503592 BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-897-9535 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE, 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AUGUST NATHANIEL H. CENTRAL INDEX KEY: 0001535393 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32270 FILM NUMBER: 20503593 MAIL ADDRESS: STREET 1: 10 EAST 53RD STREET, 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STONEMOR PARTNERS LP CENTRAL INDEX KEY: 0001286131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 800103159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3600 HORIZON BOULEVARD STREET 2: SUITE 100 CITY: TREVOSE STATE: PA ZIP: 19053 BUSINESS PHONE: 2158262800 MAIL ADDRESS: STREET 1: 3600 HORIZON BOULEVARD STREET 2: SUITE 100 CITY: TREVOSE STATE: PA ZIP: 19053 4 1 form4.xml X0306 4 2019-12-31 true 0001286131 STONEMOR PARTNERS LP STON 0001569227 Mangrove Partners Master Fund, Ltd. MAPLES CORP. SVCS, PO BOX 309 UGLAND HOUSE, S. CHURCH STREET GEORGE TOWN E9 KY1-1104 CAYMAN ISLANDS true 0001796901 Mangrove Partners Fund (Cayman Drawdown), L.P. C/O MAPLES CORPORATE SERVICES, LTD. P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST GEORGE TOWN, GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS true 0001797304 Mangrove Partners i-Feeder 1, Ltd. C/O MAPLES CORPORATE SERVICES, LTD. P.O. BOX 308, UGLAND HOUSE, S. CHURCH ST GEORGE TOWN, GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS true 0001569229 Mangrove Partners Fund (Cayman), Ltd. C/O MAPLES CORPORATE SERVICES, LTD. P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST GEORGE TOWN, GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS true 0001486623 Mangrove Partners Fund, L.P. 645 MADISON AVENUE 14TH FLOOR NEW YORK NY 10022 true 0001796955 Mangrove Partners Fund (Cayman Partnership), L.P. C/O MAPLES CORPORATE SERVICES, LTD. P.O. BOX 309, UGLAND HOUSE, S. CHURCH ST GEORGE TOWN, GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS true 0001535392 MANGROVE PARTNERS MAPLES CORP. SVCS, PO BOX 309 UGLAND HOUSE, S. CHURCH STREET GEORGE TOWN E9 KY1-1104 CAYMAN ISLANDS true 0001535393 AUGUST NATHANIEL H. 645 MADISON AVENUE 14TH FLOOR NEW YORK NY 10022 true Series A Preferred Units 2019-12-31 4 J 0 1323806 D Common Units 1323806 0 I By MPF InvestCo 6, LLC Series A Preferred Units 2019-12-31 4 J 0 540438 D Common Units 540438 0 I By MPF InvestCo 7, LLC Series A Preferred Units 2019-12-31 4 J 0 1441276 D Common Units 1441276 0 I By MPF InvestCo 8, LLC Series A Preferred Units 2019-12-31 4 J 0 1828929 D Common Units 1828929 0 I By The Mangrove Partners Fund, L.P. Series A Preferred Units 2019-12-31 4 J 0 5160383 D Common Units 5160383 0 I By The Mangrove Partners Fund (Cayman Partnership), L.P. Cash-Settled Total Return Swap (obligation to buy) 2019-12-31 4 J 0 2369877 D 2022-07-22 Common Units 2369877 0 D Cash-Settled Total Return Swap (obligation to buy) 2019-12-31 4 J 0 48893 D 2022-05-30 Common Units 48893 0 D Each Series A Preferred Unit ("Preferred Unit") is convertible into one common unit representing a limited partnership unit of the Issuer ("Common Unit") (i) at the option of the holder thereof beginning on the 10th day following the completion of the Rights Offering (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership, dated as of June 27, 2019 (the "LPA")) and (ii) automatically upon the consummation of the merger pursuant to the Merger Agreement (as defined in footnote 2 herein). The Preferred Units do not have an expiration date. Pursuant to the Merger and Reorganization Agreement and Plan of Merger dated as of September 27, 2018 (as amended to date, the "Merger Agreement"), by and among the Issuer, StoneMor GP LLC (now StoneMor Inc. ("StoneMor Inc.")) and certain of their affiliates, at the effective time of the merger on December 31, 2019 (the "Effective Time"), each Preferred Unit held by the Reporting Persons and each Common Unit underlying swaps held by Master Fund converted into one share of common stock, par value $0.01 per share of StoneMor Inc. ("Common Stock"). At the Effective Time, the shares of Common Stock received in exchange for the Preferred Units are held directly by Master Fund. These cash-settled total return swaps were entered into by The Mangrove Partners Master Fund, Ltd. ("Master Fund") between July 20, 2017 and May 24, 2019, with Morgan Stanley Capital Services LLC as the counterparty and at prices between $2.0669 and $7.5468. The swaps can be settled and closed at any time by Master Fund. These cash-settled total return swaps were entered into by Master Fund between May 28, 2019 and June 17, 2019, with Barclays Bank PLC as the counterparty and at prices between $2.0029 and $2.586. The swaps can be settled and closed at any time by Master Fund. The swaps provide Master Fund with economic exposure to the Common Units referenced in the swap (the "Subject Securities"), benefiting Master Fund if the price of the Common Units increases, and benefitting counterparty if the price of the Common Units decreases. The swap does not provide Master Fund with the power to vote or direct the voting or dispose of, or to dispose or direct the disposition of, the Subject Securities, nor the right to acquire such power over the Subject Securities. The Reporting Persons expressly disclaim beneficial ownership of the Subject Securities. The Mangrove Partners Fund (Cayman Drawdown), L.P. ("Cayman Drawdown") wholly owns MPF InvestCo 6, LLC and is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of Cayman Drawdown. The Mangrove Partners i-Feeder 1, Ltd. ("i-Feeder") wholly owns MPF InvestCo 7, LLC and is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of i-Feeder. The Mangrove Partners Fund (Cayman), Ltd. ("Mangrove Fund Cayman") wholly owns MPF InvestCo 8, LLC and is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of Mangrove Fund Cayman. The Mangrove Partners Fund, L.P. is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of The Mangrove Partners Fund, L.P. The Mangrove Partners Fund (Cayman Partnership), L.P. is a feeder fund to Master Fund. Mangrove Partners serves as investment manager of The Mangrove Partners Fund (Cayman Partnership), L.P. Mangrove Partners serves as investment manager of Master Fund. Master Fund, Mangrove Partners and Nathaniel H. August, the principal of Mangrove Partners, may be deemed to indirectly beneficially own the securities reported herein and disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each of MPF InvestCo 6, LLC, MPF InvestCo 7, LLC and MPF InvestCo 8, LLC was assumed by StoneMor Inc. in a transaction intended to be tax-free under the U.S. Internal Revenue Code of 1986, as amended, in exchange for one share of Common Stock for each Preferred Unit held by each of MPF InvestCo 6, LLC, MPF InvestCo 7, LLC and MPF InvestCo 8, LLC. At the Effective Time, such shares of Common Stock are held directly by Master Fund. The Mangrove Partners Master Fund, Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director 2020-01-03 The Mangrove Partners Fund (Cayman Drawdown), L.P., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director 2020-01-03 The Mangrove Partners i-Feeder 1, Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director 2020-01-03 The Mangrove Partners Fund (Cayman), Ltd., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director 2020-01-03 The Mangrove Partners Fund, L.P., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director 2020-01-03 The Mangrove Partners Fund (Cayman Partnership), L.P., By: Mangrove Partners, as Investment Manager, By: /s/ Nathaniel H. August, as Director 2020-01-03 Mangrove Partners, By: /s/ Nathaniel H. August, Director 2020-01-03 /s/ Nathaniel H. August 2020-01-03