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LONG-TERM DEBT
3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
LONG-TERM DEBT

8.

LONG-TERM DEBT

Total debt consisted of the following at the dates indicated (in thousands):

 

 

 

March 31, 2021

 

 

December 31, 2020

 

9.875%/11.500% Senior Secured PIK Toggle Notes, due June 2024

 

$

335,997

 

 

$

335,328

 

Insurance and vehicle financing

 

 

3,252

 

 

 

361

 

Less deferred financing costs, net of accumulated amortization

 

 

(13,879

)

 

 

(14,657

)

Total debt

 

 

325,370

 

 

 

321,032

 

Less current maturities

 

 

(3,226

)

 

 

(317

)

Total long-term debt

 

$

322,144

 

 

$

320,715

 

2024 Notes

On June 27, 2019, the Partnership, Cornerstone Family Services of West Virginia Subsidiary, Inc. (“CFS West Virginia” and, collectively with the Partnership, the “2024 Issuers”), certain direct and indirect subsidiaries of the Partnership (the “2024 Guarantors”), the initial purchasers party thereto (the “Initial Purchasers”) and Wilmington Trust, National Association, as trustee (in such capacity, the “2024 Trustee”) and as collateral agent (in such capacity, the “2024 Collateral Agent”) entered into an indenture (the “Original Indenture”) with respect to the 2024 Notes.

On December 31, 2019, the Company, the subsidiary guarantors party thereto, the 2024 Issuers and the 2024 Trustee entered into the First Supplemental Indenture (the “First Supplemental Indenture”), on January 30, 2020, the Company, StoneMor LP Holdings, LLC, the 2024 Issuers and the 2024 Trustee entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) and on April 1, 2020, the 2024 Issuers and the 2024 Trustee entered into the Third Supplemental Indenture (the “Third Supplemental Indenture” and, collectively with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “2024 Indenture”).

Pursuant to the terms of the 2024 Indenture, the Initial Purchasers purchased 2024 Notes in the aggregate principal amount of $385.0 million in a private placement exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The gross proceeds from the sale of the 2024 Notes was $371.5 million, less advisor fees (including a placement agent fee of approximately $7.0 million), legal fees, mortgage costs and other closing expenses, as well as cash funds for collateralization of existing letters of credit and credit card needs under the former credit facility.

The 2024 Indenture required the 2024 Issuers and the 2024 Guarantors, as applicable, to comply with various affirmative covenants regarding, among other matters, delivery to the 2024 Trustee of financial statements and certain other information or reports filed with the SEC and the maintenance and investment of trust funds and trust accounts into which certain sales proceeds are required by law to be deposited. The 2024 Indenture also included certain financial covenants.

The 2024 Indenture required the 2024 Issuers and the 2024 Guarantors, as applicable, to comply with certain other covenants including, but not limited to, covenants that, subject to certain exceptions, limited the 2024 Issuers’ and the 2024 Guarantors’ ability to: (i) incur additional indebtedness; (ii) grant liens; (iii) engage in certain sale/leaseback, merger, consolidation or asset sale transactions; (iv) make certain investments; (v) pay dividends or make distributions; (vi) engage in affiliate transactions and (vii) amend its organizational documents.

The 2024 Indenture provided for certain events of default, the occurrence and continuation of which could, subject to certain conditions, have caused all amounts owing under the 2024 Notes to become due and payable.

As of March 31, 2021, the Company was in compliance with the covenants of the 2024 Indenture.

On May 11, 2021, the Company issued $400.0 million in aggregate principal amount of its 2029 Notes and used a substantial portion of the net proceeds thereof to fund the redemption in full of its outstanding 2024 Notes. For further details regarding the issuance of the 2029 Notes and the redemption of the 2024 Notes, see Note 18 Subsequent Events.

Deferred Financing Costs

For the three months ended March 31, 2021 and 2020, the Company recognized $1.0 million and $0.7 million, respectively, of amortization of deferred financing fees on its various debt facilities.