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
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form4.xml
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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