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 21, 2009

SUBURBAN PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

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

240 Route 10 West Whippany, NJ	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:

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))

Item 8.01   Other Events.

On August 24, 2009, in connection with the previously announced cash tender offer (the “Offer”) of Suburban Propane Partners, L.P. and Suburban Energy Finance Corp. (collectively “Suburban”) to purchase up to $175 million aggregate principal amount of their outstanding 6.875% Senior Notes due 2013 with CUSIP number 864486AB1 (the “Notes”), Suburban Propane Partners, L.P. issued a press release announcing that, as of 5:00 p.m., New York City time, on August 21, 2009, $301.79 million aggregate principal amount of Notes have been validly tendered and not validly withdrawn. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On August 24, 2009, in connection with the previously announced equity offering of common units, Suburban Propane Partners, L.P. issued a press release announcing that the underwriters had given notice of the exercise of their over-allotment option, in part, to acquire 230,934 common units at the equity offering price of $41.50 per common unit. Net proceeds from such exercise, which will be approximately $9.2 million, are expected to be received by Suburban Propane Partners, L.P. on or about August 26, 2009. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits

(d)   Exhibits:

99.1

Press release of Suburban Propane Partners, L.P. dated August 24, 2009, announcing that $301.79 million aggregate principal amount of unsecured 6.875% Senior Notes due 2013 (“Notes”) issued by Suburban Propane Partners, L.P. and Suburban Energy Finance Corp. (collectively, “Suburban”) have been validly tendered and not validly withdrawn in connection with the offer of Suburban to purchase up to $175 million aggregate principal amount of Notes.

99.2

Press release of Suburban Propane Partners, L.P. dated August 24, 2009 announcing that the underwriters in the recent equity offering of common units have given notice of the exercise of their option, in part, to purchase an additional 230,934 common units at the equity offering price of $41.50 per common unit.

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 24, 2009	By:	/s/ MICHAEL A. STIVALA
		Name:	Michael A. Stivala
		Title:	Chief Financial Officer and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Suburban Propane Partners, L.P. dated August 24, 2009, announcing that $301.79 million aggregate principal amount of unsecured 6.875% Senior Notes due 2013 (“Notes”) issued by Suburban Propane Partners, L.P. and Suburban Energy Finance Corp. (collectively, “Suburban”) have been validly tendered and not validly withdrawn in connection with the offer of Suburban to purchase up to $175 million aggregate principal amount of Notes.
99.2	Press release of Suburban Propane Partners, L.P. dated August 24, 2009 announcing that the underwriters in the recent equity offering of common units have given notice of the exercise of their option, in part, to purchase an additional 230,934 common units at the equity offering price of $41.50 per common unit.

EX-99.1

Exhibit 99.1

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 Early Tender Results of Offer to Purchase Senior Notes

Whippany, New Jersey, August 24, 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 as of 5:00 p.m., New York City time, on August 21, 2009 (the “Early Tender Date”), $301.79 million aggregate principal amount of notes have been validly tendered and not validly withdrawn in connection with the previously announced cash tender offer of Suburban Energy Finance Corp. and Suburban Propane (collectively “Suburban”) to purchase up to $175 million aggregate principal amount of their outstanding 6.875% Senior Notes due 2013 with CUSIP number 864486AB1 (the “Notes”).

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. Subject to pro ration, (a) holders who validly tendered their Notes prior to the Early Tender Date 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, and (b) holders who validly tender their Notes after the Early Tender Date, 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 tender offer is scheduled to 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”). The settlement date is expected to be September 9, 2009, or promptly thereafter.

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 dated August 10, 2009 and related Letter of Transmittal. Suburban has satisfied the condition to raise the net proceeds 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. Except in certain circumstances as required by law, Notes tendered may not be withdrawn.

In connection with the tender offer, Suburban 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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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 Partial Exercise of Over-Allotment Option

Whippany, New Jersey, August 24, 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 the underwriters of its recent common unit offering (the “Equity Offering”) have exercised a portion of their over-allotment option to purchase an additional 230,934 common units at a public offering price of $41.50 per common unit. The net proceeds from the sale of the 230,934 common units will be approximately $9.2 million after deducting underwriting discounts and commissions. The closing of the sale of the 230,934 common units is expected to occur on August 26, 2009, subject to customary closing conditions.

Suburban intends to use the net proceeds from the Equity Offering, including the proceeds from the exercise of the over-allotment option, along with cash on hand to reduce outstanding indebtedness under its 6.875% senior notes due 2013 pursuant to a cash tender offer launched on August 10, 2009 and which is presently scheduled to expire on September 8, 2009.

Wells Fargo Securities, BofA Merrill Lynch, Citi and Goldman, Sachs & Co. are acting as representatives of the underwriters for the offering. A copy of the prospectus supplement and the accompanying base prospectus, which is filed as part of Suburban’s effective shelf registration statement on Form S-3 (File No. 333-161221), may be obtained from:

Wells Fargo Securities
Attn: Equity Syndicate Dept.
375 Park Avenue
New York, New York 10152
(800) 326-5897
equity.syndicate@wachovia.com

BofA Merrill Lynch
4 World Financial Center
New York, New York 10080
Attn: Prospectus Department

Citi
Attn: Prospectus Department
Brooklyn Army Terminal
140 58th Street, 8th Floor
Brooklyn, New York 11220
(800) 831-9146
batprospectusdept@citi.com

Goldman, Sachs & Co.
Prospectus Department
85 Broad Street
New York, New York 10004
telephone: (866)-471-2526, facsimile: (212)-902-9316
prospectus-ny@ny.email.gs.com

An electronic copy of the prospectus supplement and the accompanying base prospectus may also be obtained at no charge at the Security and Exchange Commission’s website at www.sec.gov.

The common units are being offered pursuant to an effective registration statement that Suburban previously filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of such jurisdiction. The offering of the common units will be made only by means of a prospectus supplement and the accompanying base prospectus, which is filed as part of Suburban’s effective shelf registration statement on Form S-3 (File No. 333-161221).

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.

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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