13D Filing: Axar Capital and Stonemor Partners LP (STON)

Item 4.

PURPOSE OF TRANSACTION

The Reporting Persons originally acquired the Common Units for investment in the ordinary course of business because they believed that the Common Units, when purchased, were undervalued and represented an attractive investment opportunity.

The Reporting Persons intend to actively pursue discussions with the Board of
Directors and/or management of StoneMor GP LLC, the general partner of the Issuer (the “General Partner“)
regarding the potential of converting the Issuer’s structure from a master limited partnership into a Subchapter C
corporation for U.S. Federal income tax purposes, including through or together with transactions in which the Reporting
Persons may seek to participate. The Reporting Persons believe that the recent reductions of corporate tax rates
effective for 2018 make the conversion of the Issuer into a C corporation more attractive than under prior tax
rates. The Reporting Persons also believe that a conversion of the Issuer into a Subchapter C corporation, together
with addressing the Issuer’s incentive distribution rights, would result in a more liquid market for the Issuer’s equity securities,
improving the Issuer’s opportunities for capital raising, senior management recruitment and other strategic transactions.

(e)	None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f)	The Investment Manager is a limited partnership organized under the laws of Delaware. The GP is a limited liability company organized under the laws of Delaware. Mr. Axelrod is a United States citizen.

	The Reporting Persons have executed a Joint Filing Agreement, dated March 9, 2018, with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 1.

13D Filing: Axar Capital and Stonemor Partners LP (STON)

Published on March 13, 2018 at 10:54 am by Insider Monkey Staff in Hedge Funds

Page 6 of 11 – SEC Filing

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Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

	Funds for the purchase of the Common Units reported herein were derived from general working capital of the Axar Vehicles. A total of approximately $46,437,748.42 was paid to acquire the Common Units reported herein.