Axar Capital Management LP entered into a definitive merger agreement to acquire remaining 25.4% stake in StoneMor Inc. for approximately $110 million.
Company in connection with the closing of the Merger and StoneMor intends to appoint Lilly Donohue to succeed Joseph M. Redling as President and Chief Executive Officer of the Surviving Corporation.
The merger is subject to approval by holders of a majority of the outstanding common stock of StoneMor and in addition, requires the approval by the holders of a majority of the outstanding common stock of StoneMor not owned by Axar or any of StoneMor's directors or executive officers or members of their immediate families. Axar has agreed to vote the shares of StoneMor common stock it owns in favor of the merger agreement. The merger agreement is also subject to customary closing conditions. Axar has fully committed financing and the transaction is not subject to a financing condition. The transaction was negotiated on behalf of StoneMor by the Conflicts Committee of its Board of Directors, which is comprised entirely of independent directors, with the assistance of independent financial and legal advisors. Following the Conflicts Committee's unanimous recommendation, StoneMor's Board of Directors approved the merger agreement and has recommended that StoneMor's stockholders adopt and approve the merger agreement and the merger. At a meeting held on May 21, 2022, the Conflicts Committee approved the Merger Agreement. Board of directors of Axar also approved the merger agreement. The shareholders meeting of StoneMor is scheduled on November 1. 2022. As of November 1, 2022, the shareholders of StoneMor has approved the transaction.
Subject to satisfaction of the conditions to closing, the transaction is currently expected to close in the fall of 2022. Duff & Phelps, now rebranded as Kroll, is serving as financial advisor and Elizabeth A. Diffley of Faegre Drinker Biddle & Reath LLP is serving as legal counsel to the Conflicts Committee. Houlihan Lokey is serving as financial advisor and Stuart D. Freedman and Jeffrey Symons of Schulte Roth & Zabel LLP is serving as legal counsel to Axar. Thomas G. Spencer of Duane Morris LLP is serving as legal counsel to StoneMor Inc. Kroll, LLC also acted as fairness opinion and due diligence provider and to the Conflicts Committee. American Stock Transfer & Trust Company, LLC acted as transfer agent and MacKenzie Partners, Inc. acted as information agent to StoneMor Inc. Daniel F. Spies and Brien Wassner of Sidley Austin LLP acted as legal advisor to Axar Capital Management LP.