BENSALEM, PA -
September 27, 2021 - StoneMor Inc. (NYSE: STON) ("StoneMor" or the "Company"), a leading owner and operator of
cemeteries and funeral homes,
announced today that its board of directors
(the "Board") has received a letter (the "Letter"), dated September
22, 2021, from Axar Capital Management, LP ("Axar") in which Axar expressed
an interest in pursuing discussions concerning strategic alternatives that may
be beneficial to the Company and its various stakeholders.
Axar
currently owns approximately 75% of the Company's outstanding common
stock. Axar has engaged Schulte Roth
& Zabel LLP as its legal advisor and stated in the Letter that it would
engage a financial advisor at the appropriate time. According to the Letter, Axar expects that
any such discussions would be conducted with a special committee of the Board,
assisted by financial and legal advisors it engages. The Letter also states
that any transaction involving Axar arising from such discussions would be
conditioned upon, among other things, approval of the special committee and the
Board, the negotiation and execution of mutually satisfactory definitive
agreements and customary terms. The
Letter also stated that any transaction structured as a take-private
transaction would be subject to a closing condition that the approval of
holders of a majority of the outstanding shares not owned by Axar or its
affiliates be obtained. A copy of the Letter is attached hereto as Annex A.
On September
26, 2021, the Board authorized its Conflicts Committee, which is comprised of
independent directors Stephen J. Negrotti, Kevin Patrick and Patricia
Wellenbach, to engage in the discussions contemplated by the Letter, including
the authority to engage in discussions concerning and to negotiate the terms
and provisions of any strategic alternative the Conflicts Committee determines
to be appropriate in connection with such discussions. Under its charter, the
Conflicts Committee has the authority to reject, approve or recommend that the
Board approve any transaction that is a related party transaction, which would
include any transaction to which Axar is a party. The Conflicts Committee intends to retain
independent legal and financial advisors to assist in such discussions.
The Board
cautions the Company's stockholders and others considering trading in the
Company's securities that the discussions contemplated by the Letter have not
commenced, and there can be no assurance that any transaction will result from
such discussions. The Company does not undertake any obligation to provide any
updates with respect to these matters, except as required under applicable law.
About StoneMor Inc.
StoneMor Inc., headquartered in
Bensalem, Pennsylvania, is an owner and operator of cemeteries and funeral
homes in the United States, with 301 cemeteries and 70 funeral homes in 24
states and Puerto Rico.
StoneMor's cemetery
products and services, which are sold on both a pre-need (before death) and
at-need (at death) basis, include: burial lots, lawn and mausoleum crypts,
burial vaults, caskets, memorials, and all services which provide for the
installation of this merchandise. For additional information about StoneMor
please visit StoneMor's website, and the investors section, at
http://www.stonemor.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this press release,
including, but not limited to, information regarding actions of the Conflicts
Committee, are forward-looking statements. Generally, the words "believe,"
"may," "will," "would," "estimate," "continue," "anticipate," "intend,"
"project," "expect," "predict" and similar expressions identify these
forward-looking statements. These statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on management's current expectations and estimates. These statements are neither promises nor guarantees and are made subject to certain risks and uncertainties that could cause actual results to differ materially from the results stated or implied in this press release. Such risks and uncertainties include the risk that the discussions between Axar and the Conflicts Committee do not result in a decision to proceed with any strategic alternative, that an agreement with respect any transaction that is considered will not be executed and that any transactions contemplated by any such agreement that may be executed will not be consummated. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in StoneMor's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and the other reports that StoneMor files with the Securities and Exchange Commission, from time to time. Except as required under applicable law, StoneMor assumes no obligation to update or revise any forward-looking statements made herein or any other forward-looking statements made by it, whether as a result of new information, future events or otherwise.
CONTACT:
Investor Relations
StoneMor Inc.
(215) 826-4438
ANNEX A
AXAR CAPITAL MANAGEMENT,
LP
915 Broadway, Suite
502
New York, NY 10010
September 22, 2021
Board of Directors
StoneMor Inc.
3331 Street Rd Suite 200
Bensalem, PA 19020
Ladies and Gentlemen:
As you are aware, Axar Capital Management, LP ("Axar" or "we") owns approximately 75% of the outstanding common stock of StoneMor Inc. (the "Company").
We are interested in pursuing discussions concerning strategic alternatives that may be beneficial for the Company and its various stakeholders. We would expect any such discussions would be conducted with a special committee of independent directors (a "Special Committee") established by the Board of Directors of the Company (the "Board"), assisted by independent financial and legal advisors retained by the Special Committee.
Any potential transaction involving Axar would be subject to approval of the Special Committee and the Board, the negotiation and execution of mutually satisfactory transaction agreement and customary terms. Any potential transaction structured as a take-private transaction would also be subject to a customary closing condition that the approval of holders of a majority of the outstanding common stock not owned by Axar or its affiliates be obtained.
We have engaged Schulte Roth & Zabel LLP as our legal advisor and would, at the appropriate time, engage a financial advisor. We and our advisors look forward to working with the Special Committee and its advisors in connection with this discussion.
Should you have any questions, please do not hesitate to contact us or our advisors.
Very truly yours,
Name: Andrew Axelrod
Title: Sole Member