SUBURBAN PROPANE PARTNERS LP false 0001005210 0001005210 2025-12-08 2025-12-08
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

December 8, 2025

Commission File Number: 1-14222

 

 

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   22-3410353

(State or Other Jurisdiction

of Incorporation)

  

(IRS Employer

Identification No.)

240 Route 10 West

Whippany, New Jersey 07981

(973) 887-5300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol

  

Name of exchange

on which registered

Common Units   SPH   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 7.01

Regulation FD Disclosure.

On December 8, 2025, Suburban Propane Partners, L.P. (the “Partnership”) issued a press release announcing the pricing of its offering of $350,000,000 aggregate principal amount of 6.500% senior notes due 2035 (the “2035 Notes”), in a private offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended. The offering is expected to close on December 22, 2025, subject to customary closing conditions. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The Partnership also announced that on December 8, 2025, it issued a conditional notice of redemption to redeem all its 5.875% senior notes due 2027 (the “2027 Notes”), subject to satisfaction of the conditions set forth therein, for a redemption price equal to 100.000% of the principal amount outstanding, plus accrued and unpaid interest to, but excluding, the redemption date. This Current Report on Form 8-K does not constitute an offer to purchase, a notice of redemption or a solicitation of an offer to purchase any of the 2027 Notes.

The 2035 Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Neither the press release nor this Current Report on Form 8-K constitutes an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 9.01

Financial Statements and Exhibits

 

  (d)

Exhibits:

 

99.1    Press release of Suburban Propane Partners, L.P. dated December 8, 2025, announcing the pricing of its private offering of 6.500% senior notes due 2035.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SUBURBAN PROPANE PARTNERS, L.P.
Date: December 8, 2025   By:  

/s/ Michael A. Kuglin

    Name:   Michael A. Kuglin
    Title:   Chief Financial Officer

Exhibit 99.1

 

LOGO  

News Release

Contact: Michael A. Kuglin

Chief Financial Officer

P.O. Box 206, Whippany, NJ 07981-0206

Phone: 973.503.9252

FOR IMMEDIATE RELEASE

Suburban Propane Partners, L.P.

Announces Pricing of Private Offering of Senior Notes

Whippany, New Jersey, December 8, 2025 — Suburban Propane Partners, L.P. (NYSE:SPH) (“Suburban Propane”), announced today the pricing of its offering of $350,000,000 aggregate principal amount of 6.500% senior notes due 2035 (the “2035 Senior Notes”) in a private placement not registered under the Securities Act of 1933, as amended (the “Securities Act”), at par. Suburban Energy Finance Corp., a wholly-owned direct subsidiary of Suburban Propane (together with Suburban Propane, the “Issuers”), is the co-issuer of the 2035 Senior Notes. The sale of the 2035 Senior Notes is expected to close on December 22, 2025, subject to customary closing conditions.

The 2035 Senior Notes will bear interest at a rate of 6.500% per year and mature on December 15, 2035. Interest on the notes will be payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2026. Before December 15, 2028, Suburban Propane may redeem up to 35% of the aggregate principal amount of outstanding 2035 Senior Notes with the net proceeds from certain offerings of its common units at a redemption price equal to 106.500% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. On or after December 15, 2030, Suburban Propane may redeem the 2035 Senior Notes subject to applicable redemption premiums. In addition, prior to December 15, 2030, Suburban Propane may redeem the 2035 Senior Notes at a “make whole” premium plus accrued and unpaid interest.

Suburban Propane intends to use the net proceeds from the offering, together with borrowings under its revolving credit facility, to redeem all the outstanding $350,000,000 aggregate principal amount of the Issuers’ 5.875% senior notes due 2027.

The 2035 Senior Notes are being offered only (1) in the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act; and (2) outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The 2035 Senior Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the benefit of U.S. persons, except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities. Any offers of the 2035 Senior Notes are being made only by means of a private offering memorandum.

About Suburban Propane Partners, L.P.

Suburban Propane Partners, L.P. (“Suburban Propane”) is a publicly traded master limited partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban Propane has been in the customer service business since 1928 and is a nationwide distributor of propane, renewable propane, renewable natural gas, fuel oil and related products and services, as well as a marketer of natural gas and electricity and producer of and investor in low carbon fuel alternatives, servicing the energy needs of approximately 1 million residential, commercial, governmental, industrial and agricultural customers through approximately 750 locations across 42 states.

Suburban Propane is supported by three core pillars: (1) Suburban Commitment to Excellence—showcasing Suburban Propane’s almost 100-year legacy, and ongoing commitment to the highest standards for safety, dependability, flexibility, and reliability that underscores Suburban Propane’s commitment to excellence in customer service; (2) SuburbanCares—highlighting continued dedication to giving back to local communities across Suburban Propane’s national footprint; and (3) Go Green with Suburban Propane—promoting propane and renewable propane as versatile, low-carbon energy solutions and investing in the next generation of innovative, renewable energy alternatives.

For additional information on Suburban Propane, please visit www.suburbanpropane.com.

Forward-Looking Statements

This press release includes forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Suburban Propane expects, believes or anticipates will or may occur in the future are forward-looking statements, including statements regarding closing of the offering and the use of proceeds of the offering. These statements reflect Suburban Propane’s expectations or forecasts based on assumptions made by the partnership. These statements are subject to risks including those relating to market conditions, financial performance and results, prices and demand for natural gas and oil and other important factors that could cause actual results to differ materially from our forward-looking statements. These risks are further described in Suburban Propane’s reports filed with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date on which such statement is made and Suburban Propane undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

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