WHIPPANY, N.J., May 12, 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 Suburban Energy Finance Corp. and Suburban Propane
(collectively "Suburban"), have commenced a cash tender offer for
any and all of the $496,557,000
aggregate principal amount of their 7 ½ % Senior Notes due 2018
with CUSIP number 864486AE5 (the "Notes") and a related
solicitation of consents (together, the "Offer") to certain
proposed amendments to the indenture governing the Notes (the
"Consents").
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 Settlement Date is expected to be
June 10, 2014, or promptly
thereafter.
Holders tendering their Notes will be deemed to have delivered
their Consent to certain proposed amendments to the indenture
governing the Notes, which will eliminate certain covenants with
respect to the Notes and certain events of default and other
provisions with respect to the Notes. Following receipt of
Consents of at least a majority in aggregate principal amount of
the outstanding Notes, Suburban will execute a supplemental
indenture effecting the proposed amendments.
The closing of the Offer will be subject to a number conditions
that are set forth in the Offer to Purchase and Consent
Solicitation Statement dated May 12,
2014 (the "Offer to Purchase"), including, (i) the receipt
of the required Consents to amend and supplement the indenture
governing the Notes and the execution by the applicable parties of
the supplemental indenture effecting such amendments and (ii) the
successful completion by Suburban of a new senior debt offering.
Notes validly tendered and Consents validly delivered may not be
withdrawn on or following the date of the execution of the
supplemental indenture except as may be required by law.
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 and other senior notes of
Suburban Propane. 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.