8-K

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): August 10, 2009

Suburban Propane Partners, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-14222	22-3410353
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

240 Route 10 West
Whippany, New Jersey 07981

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (973) 887-5300

(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):

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

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

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

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

TABLE OF CONTENTS

EX-23.1

EX-99.1

EX-99.2

Item 8.01 Other Events

     The audited balance sheet of Suburban Energy Services Group LLC, the general partner of Suburban Propane Partners, L.P., as of September 27, 2008 and the unaudited balance sheet as of June 27, 2009 is filed herewith as Exhibit 99.1.

     On August 10, 2009 Suburban issued a press release announcing that it, together with Suburban Energy Finance Corp., a wholly-owned subsidiary, had commenced a cash tender offer for up to $175 million aggregate principal amount of their unsecured 6.875% senior notes due 2013. A copy of the press release is filed herewith as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Exhibits

(d) Exhibits:

23.1	Consent of PricewaterhouseCoopers LLP
99.1	(i) Audited balance sheet of Suburban Energy Services Group LLC as of September 27, 2008 and (ii) unaudited balance sheet as of June 27, 2009
99.2	Press release of Suburban Propane Partners, L.P. dated August 10, 2009, announcing the commencement of a cash tender offer for up to $175 million aggregate principal amount of the unsecured 6.875% senior notes due 2013 of Suburban Propane Partners, L.P. and Suburban Energy Finance Corp.

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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:  August 10, 2009	By:	/s/ MICHAEL A. STIVALA
		Name:	Michael A. Stivala
		Title:	Chief Financial Officer and Chief Accounting Officer

 

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EXHIBIT INDEX

Exhibit

23.1	Consent of PricewaterhouseCoopers LLP
99.1	(i) Audited balance sheet of Suburban Energy Services Group LLC as of September 27, 2008 and (ii) unaudited balance sheet as of June 27, 2009
99.2	Press release of Suburban Propane Partners, L.P. dated August 10, 2009, announcing the commencement of a cash tender offer for up to $175 million aggregate principal amount of the unsecured 6.875% senior notes due 2013 of Suburban Propane Partners, L.P. and Suburban Energy Finance Corp.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333- 109714) and Form S-8 (Nos. 333-72972, 333-138093 and 333-160768) of Suburban Propane Partners, L.P. of our report dated August 7, 2009 relating to the financial statements of Suburban Energy Services Group LLC, which appears in the Current Report on Form 8-K of Suburban Propane Partners, L.P. dated August 10, 2009.

PricewaterhouseCoopers LLP
Florham Park, NJ
August 10, 2009

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EX-99.1

Exhibit 99.1

INDEX TO SUPPLEMENTAL FINANCIAL INFORMATION

SUBURBAN ENERGY SERVICES GROUP LLC

	Page
FINANCIAL STATEMENTS
Report of Independent Auditors		1
Balance Sheets as of June 27, 2009 (unaudited) and September 27, 2008 (audited)		2
Notes to Balance Sheets		3

Report of Independent Auditors

To the Member of
Suburban Energy Services Group LLC

In our opinion, the accompanying balance sheet presents fairly, in all material respects, the financial position of Suburban Energy Services Group LLC at September 27, 2008 in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company’s management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, and evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Florham Park, NJ
August 7, 2009

1

SUBURBAN ENERGY SERVICES GROUP LLC

BALANCE SHEETS

	June 27,
	2009		September 27,
	(unaudited)		2008
ASSETS
Current assets:
Cash and cash equivalents	$	100	$	100
Total current assets		100		100
Investment in Suburban Propane Partners, L.P.		31,918		29,326
Total assets	$	32,018	$	29,426
LIABILITIES AND MEMBER’S EQUITY
Total liabilities	$	—	$	—
Member’s equity		32,018		29,426
Total liabilities and member’s equity	$	32,018	$	29,426

The accompanying notes are an integral part of these balance sheets.

2

SUBURBAN ENERGY SERVICES GROUP LLC

NOTES TO BALANCE SHEETS
(unaudited as of June 27, 2009 and audited as of September 27, 2008)

1. Organization and Formation

Suburban Energy Services Group LLC (the “Company”) was formed on October 26, 1998 as a limited liability company pursuant to the Delaware Limited Liability Company Act. The Company was formed to purchase the general partner interests in Suburban Propane Partners, L.P. (the “Partnership”) from Suburban Propane GP, Inc. (the “Former General Partner”), a wholly-owned indirect subsidiary of Millennium Chemicals Inc., and became the successor general partner. On May 26, 1999, the Company purchased a 1% general partner interest in the Partnership and a 1.0101% general partner interest in Suburban Propane, L.P. (the “Operating Partnership”). The Partnership is a publicly-traded master limited partnership whose common units are listed on the New York Stock Exchange and is engaged in the retail marketing and distribution of propane, fuel oil and refined fuels, as well as the marketing of natural gas and electricity in deregulated markets.

On October 19, 2006, the Partnership consummated an agreement with the Company to exchange 2,300,000 newly issued common units representing limited partnership interests in return for the Company’s incentive distribution rights (“IDRs”) and the economic interests in the Partnership and the Operating Partnership, all of which were included in the general partner interests therein (the “GP Exchange Transaction”). Prior to the GP Exchange Transaction, the Company was majority-owned by senior management of the Partnership and owned 224,625 general partner units (an approximate 0.74% ownership interest) in the Partnership and, as discussed above, a 1.0101% general partner economic interest in the Operating Partnership. The Company also held all outstanding IDRs and had the right to appoint two of the five members of the Board of Supervisors. As a result of the GP Exchange Transaction, the Company has a 0% general partner economic interest in the Partnership and the Operating Partnership and a limited partner interest in the Partnership as a holder of 784 Common Units, which were contributed to the Company at the time of the GP Exchange Transaction by its sole remaining member. Also as a result of the GP Exchange Transaction, the Company no longer holds any IDRs and the sole member of the Company is the Partnership’s Chief Executive Officer.

2. Summary of Significant Accounting Policies

Accounting Period. The Company’s fiscal periods typically end on the last Saturday of the quarter.

Basis of Presentation. The accompanying balance sheets have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited balance sheet as of June 27, 2009 includes all adjustments that the Company considers necessary for a fair presentation of the Company’s financial position. Such adjustments consist of only normal recurring items, unless otherwise disclosed.

Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, making it reasonably possible that a change in these estimates could occur in the near term.

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Cash and Cash Equivalents. The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short maturity of these instruments.

Investment in Suburban Propane Partners, L.P. In accordance with AIN-APB 18, #2, “The Equity Method of Accounting for Investments in Common Stock: Accounting Interpretation of APB 18”, the Company accounts for its investment in the Partnership under the equity method of accounting whereby the Company recognizes its share of the Partnership’s consolidated net income (loss) with a corresponding increase (decrease) in its investment.

Income Taxes. For federal and state income tax purposes, the earnings and losses attributable to the Company are included in the tax return of its sole member. As a result, no recognition of income taxes has been reflected in the accompanying balance sheets. The Company’s only source of taxable income or loss is its allocable share of the Partnership’s taxable income or loss reported to it on a Schedule K-1 provided to it by the Partnership.

3. Investment in Suburban Propane Partners, L.P.

Based upon quoted market prices, the fair value of the Company’s investment in the Partnership was $33,328 and $26,836 as of June 27, 2009 and September 27, 2008, respectively.

The following table provides summarized financial information of the Partnership as of:

	June 27,		September 27,
	2009		2008
	(unaudited)
Current assets	$	400,486,000	$	359,551,000
Noncurrent assets		674,819,000		676,162,000
Current liabilities		146,526,000		223,615,000

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EX-99.2

Exhibit 99.2

News Release
Contact: Michael Stivala
Chief Financial Officer & Chief Accounting Officer
P.O. Box 206, Whippany, NJ 07981-0206
Phone: 973-503-9252

FOR IMMEDIATE RELEASE

Suburban Propane Partners, L.P.
Announces Tender of up to $175,000,000 Aggregate Principal Amount of 6.875% Senior Notes

     Whippany, New Jersey, August 10, 2009 — 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 up to $175,000,000 aggregate principal amount of their 6.875% Senior Notes due 2013 with CUSIP number 864486AB1 (the “Notes”).

     The tender offer will expire at 9:00 a.m., New York City time, on September 8, 2009, unless extended (such date and time, as the same may be extended, the “Expiration Date”). Holders who validly tender their Notes prior to 5:00 p.m., New York City time, on Friday August 21, 2009, unless such date is extended or earlier terminated, will be entitled to receive $1,012.50, payable in cash for each $1,000 principal amount of Notes accepted for payment, which includes an early tender payment of $30 per $1,000 principal amount of Notes accepted for payment. Holders who validly tender their Notes after such time, but on or prior to the Expiration Date will receive $982.50 for each $1,000 principal amount of Notes accepted for purchase. Accrued and unpaid interest, up to, but not including, the settlement date will be paid in cash on all validly tendered and accepted Notes. The settlement date is expected to be September 9, 2009, or promptly thereafter.

     If holders tender more than $175,000,000 aggregate principal amount of the Notes and the Notes are accepted for purchase, the amount of Notes that will be purchased will be prorated based on the aggregate principal amount of Notes validly tendered in the tender offer.

     The closing of the tender offer will be conditioned, among other things, on financing as set forth in the Offer to Purchase dated August 10, 2009. The tender offer is not conditioned on any minimum amount of Notes being tendered. Once validly tendered, Notes may not be withdrawn except as may be required by law.

     The terms and conditions of the tender 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 tender offer or increase the maximum aggregate principal amount of Notes subject to purchase in the tender offer.

     In connection with the tender offer, Suburban has retained BofA Merrill Lynch as the lead dealer manager and Wells Fargo Securities as the co-dealer manager. Questions regarding the tender offer may be directed to BofA Merrill Lynch, Liability Management Group, at (888) 292-0070 (toll-free) and (980) 388-4603 (collect). Copies of the offer to purchase can be obtained from the information agent, Global Bondholder Services Corporation at (866) 795-2200 (toll-free) and (212) 430-3774 (collect).

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 900,000 residential, commercial, industrial and agricultural customers through more than 300 locations in 30 states.

About Suburban Energy Finance Corp.

     Suburban Energy Finance Corp. is a Delaware corporation and a direct wholly-owned subsidiary of Suburban Propane. It has nominal assets, conducts no business operations and was formed to serve as co-issuer, jointly and severally with Suburban Propane, of the Notes.

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.

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