WHIPPANY, N.J., May 27, 2014 /PRNewswire/ -- Suburban
Propane Partners, L.P. (NYSE:SPH) ("Suburban Propane"), a
nationwide distributor of propane, fuel oil and related products
and services, as well as a marketer of natural gas and electricity,
announced today that pursuant to the offer of Suburban Energy
Finance Corp. and Suburban Propane (collectively "Suburban") to
purchase any and all of the $496.6
million aggregate principal amount of their outstanding 7
1/2% Senior Notes due 2018 with CUSIP number 864486AE5 (the
"Notes") and related solicitation of consents (together, the
"Offer") to certain proposed amendments to the indenture (the
"Amendments") governing the Notes (the "Consents"), the holders of
$385,809,000 (77.70%) aggregate
principal amount of Notes have validly delivered and not validly
revoked Consents as of 5:00 p.m.,
New York City time, on
May 23, 2014.
Accordingly, a supplemental indenture (the "Supplemental
Indenture") to effect the Amendments has been executed by Suburban
and the trustee under the Indenture (the "Trustee"). The
Amendments, which will eliminate substantially all of the
restrictive covenants and eliminate or modify certain events of
default and related provisions contained in the Indenture, in each
case in respect of the Notes (but not in respect of the Suburban's
7 3/8% Senior Notes due 2021), will become operative when the
tendered Notes are accepted for purchase by Suburban.
Withdrawal and revocation rights with respect to tendered Notes
and delivered Consents expired on May 23,
2014, the date of the execution of the Supplemental
Indenture. Accordingly, holders may no longer withdraw any
Notes previously or hereafter tendered or revoke any Consents
previously or hereafter delivered, except in the limited
circumstances set forth in the Offer to Purchase and Consent
Solicitation Statement dated May 12,
2014 (the "Offer to Purchase").
The Offer will expire at 11:59
P.M., New York City time,
on June 9, 2014, unless extended
(such date and time, as the same may be extended, the "Expiration
Date"). Holders who validly tender their Notes and provide
their Consents prior to 5:00 p.m.,
New York City time, on
May 23, 2014, unless such date is
extended or earlier terminated (the "Consent Payment Deadline"),
will be entitled to receive the total consideration of $1,061.35, payable in cash for each $1,000 principal amount of Notes accepted for
payment, which includes a consent payment of $30.00 per $1,000
principal amount of Notes accepted for payment. The Offer
contemplates an early settlement option, so that holders whose
Notes are validly tendered prior to the Consent Payment Deadline
and accepted for purchase could receive payment as early as
May 27, 2014 (the "Initial Payment
Date"). Holders who validly tender their Notes after the
Consent Payment Deadline, but on or prior to the Expiration Date,
will receive $1,031.35 for each
$1,000 principal amount of Notes
accepted for purchase, which amount is equal to the total
consideration less the consent payment. Accrued and unpaid
interest, up to, but not including, the applicable settlement date
will be paid in cash on all validly tendered and accepted
Notes. The settlement date with respect to all Notes not
settled at the Initial Payment Date is expected to be June 10, 2014, or promptly
thereafter.
The closing of the Offer will be subject to a number of
conditions that are set forth in the Offer to Purchase, including
the successful completion by Suburban of its public offering of
$525 million aggregate principal
amount of 5.50% senior notes due 2024, the pricing of which was
announced on May 12, 2014. The
sale of the new notes is expected to close on May 27, 2014.
The terms and conditions of the Offer, including Suburban's
obligation to accept the Notes tendered and pay the purchase price
therefor, are set forth in the Offer to Purchase. Suburban
may amend, extend or, subject to certain conditions, terminate the
Offer.
In connection with the Offer, Suburban has retained Wells Fargo
Securities, LLC as the dealer manager. Questions regarding the
Offer may be directed to Wells Fargo Securities, LLC, at (866)
309-6316 (toll-free) and (704) 410-4760 (collect). Copies of
the Offer to Purchase can be obtained from the information agent,
D.F. King & Co., Inc. at (800)
549-6697 (toll-free) and (212) 269-5550 (collect) or at
sph@dfking.com. For questions concerning delivery by means of
the Automated Tender Offer Program please contact D.F. King & Co., Inc., the Tender Agent for
the Offer, at (800) 549-6697 (toll-free) and (212) 269-5550
(collect) or at sph@dfking.com.
About Suburban Propane Partners, L.P.
Suburban Propane Partners, L.P. is a publicly-traded master
limited partnership listed on the New York Stock Exchange.
Headquartered in Whippany, New
Jersey, Suburban has been in the customer service business
since 1928. Suburban serves the energy needs of approximately 1.2
million residential, commercial, industrial and agricultural
customers through more than 750 locations in 41 states.
About Suburban Energy Finance Corp.
Suburban Energy Finance Corp. is a Delaware corporation and a wholly-owned
subsidiary of Suburban Propane formed for the sole purpose of
acting as the co-issuer of the Notes. It has nominal assets
and does not and will not conduct any operations or have any
employees.
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 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'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'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 undertakes no obligation
to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise.
SOURCE Suburban Propane Partners, L.P.