Item 7.01
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Regulation FD Disclosure
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On March 2, 2017, the Partnership filed a Form
12b-25
(the Form
12b-25)
with the U.S. Securities and Exchange Commission (the SEC) indicating that, for the reasons set forth in the Form
12b-25,
the Partnership was not able to file its Annual Report on Form
10-K
for the fiscal year ended December 31, 2016 (the 2016 Form
10-K)
on or before March 1, 2017, the date on which such report initially was due. As a result, the Partnership has extended by 15 days the date on which the 2016 Form
10-K
is due to be filed with the SEC pursuant to Rule
12b-25(b)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act) in which
to file the 2016 Form
10-K.
As a result of the Partnerships filing of the Form
12b-25,
the 2016 Form
10-K
now is due to be
filed with the SEC by March 16, 2017.
As previously disclosed, the Partnership is reviewing its historic reporting of cemetery revenues, net of
associated direct costs, and deferred revenues. In light of the procedures being undertaken in connection with this review, the Partnership believes it is likely that its review will not be completed in time for it to file the 2016 Form
10-K
by March 16, 2017. Under the Original Credit Agreement, the failure to deliver to the Administrative Agent the 2016 Annual Financial
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Statements that will be included in the 2016 Form
10-K
by March 16, 2017 would have constituted an event of default. In addition, under such
circumstances, the Operating Company would likely not be able to deliver certain required compliance certificates under the Original Credit Agreement by March 16, 2017, which would have been a separate event of default under the Credit
Agreement. See Item 1.01 of this Current Report on Form
8-K
for a discussion of the Amendment which modified these requirements such that the failure to deliver the 2016 Annual Financial Statements and the
related compliance certificates will no longer be events of default under the Amended Credit Agreement.
Pursuant to the indenture under which the
Partnerships 7.875% Senior Notes due 2021 (the Notes) were issued (the Indenture), the Partnership is required either to file the 2016 Form
10-K
with the SEC or to furnish to the
holders of the Notes (the Holders), with a copy to the trustee under the Indenture (the Trustee), the financial information that would be required to be contained in the 2016 Form
10-K,
on or before March 31, 2017. The Partnerships failure to comply with such obligations would constitute a default under the Indenture. Pursuant to the Indenture, the Partnership would have 120 days after written notice of any such default
has been given to the Partnership to cure such default by filing the 2016 Form
10-K
with the SEC. Even if it is unable to file the 2016 Form
10-K
by March 31, 2017,
the Partnership believes that it will be able to file the 2016 Form
10-K
with the SEC within any such
120-day
cure period. However, there can be no assurance that the
Partnership will be able to file the 2016 Form
10-K
with the SEC or otherwise furnish the information that would be contained therein to the Holders within such period.
If the Partnership does not file the 2016 Form
10-K
by March 16, 2017, it is also likely to receive a notice from
the New York Stock Exchange (the Exchange) of the procedures with which it must comply to correct this filing delinquency. These procedures will include the Partnership contacting the Exchange to discuss the status of the 2016 Form
10-K
and issuing a press release regarding the filing delinquency. Although the Exchanges guidelines provide for an initial
six-month
period in which to cure the filing
delinquency, the Exchange reserves the right to commence suspension or delisting procedures at any time following a filing delinquency. There can be no assurance that the Partnership will be able to file the 2016 Form
10-K
before the Exchange acts to suspend trading in or delist the Partnerships common units.
On
March 16, 2017, the Partnership issued a press release announcing, among other things, the entering into of the Amendment and that, in light of the procedures being undertaken in connection with the review of the Partnerships historic
reporting of cemetery revenues, net of associated direct costs, and deferred revenues, the Partnership believes it is likely that its review will not be completed in time for it to file the 2016 Form
10-K
by
March 16, 2017. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing made by the Partnership pursuant to
the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, other than to the extent that such filing incorporates any or all of such information by express reference thereto.
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