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STON > SEC Filings for STON > Form 8-K on 26-Mar-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhibit

Item 1.01 Entry into a Material Definitive Agreement.

On March 21, 2013, StoneMor Partners L.P. (the "Partnership"), StoneMor GP LLC, the general partner of the Partnership, and StoneMor Operating LLC, a wholly owned subsidiary of the Partnership, entered into an Underwriting Agreement (the "Underwriting Agreement") with Raymond James & Associates, Inc., as representative of the several underwriters named in the Underwriting Agreement (the "Underwriters").

The Underwriting Agreement provides for the issuance and sale by the Partnership of up to 1,400,000 common units representing limited partner interests in the Partnership ("Common Units") in an underwritten public offering (the "Units Offering") at a price to the public of $25.35 per Common Unit. The Partnership has also granted the Underwriters a 30-day option to purchase up to 210,000 additional Common Units to cover over-allotments, which was exercised on March 21, 2013.

Raymond James & Associates, Inc. is an affiliate of one of the lenders under the Partnership's Third Amended and Restated Credit Agreement, dated as of January 19, 2012, as amended, which will receive a portion of the proceeds of the Units Offering.

The Partnership's sale of the Common Units in the Units Offering was registered under the Securities Act of 1933, as amended, pursuant to the Partnership's shelf registration statement on Form S-3, as amended (File No. 333-170870).

The Units Offering closed on March 26, 2013. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

  No.                                     Description

 1.1         Underwriting Agreement, dated March 21, 2013, by and among StoneMor
             Partners L.P., StoneMor GP LLC, StoneMor Operating LLC, and Raymond
             James & Associates, Inc., as representative of the several
             underwriters named therein.

 5.1         Opinion of Vinson & Elkins L.L.P.

 8.1         Opinion of Vinson & Elkins L.L.P. regarding tax matters.

23.1         Consents of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1

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