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): September 8, 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 September 8, 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 the expiration of the Offer at 9:00 a.m., New York City time, on September 8, 2009, Notes with an aggregate principal amount of $302,616,000 have been validly tendered and not validly withdrawn.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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1 Press release of Suburban Propane Partners, L.P. dated September 8, 2009, announcing that $302,616,000 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 (collectively, “Suburban”) have been validly tendered and not validly withdrawn in connection with the offer of Suburban to purchase up to $175 million aggregate principal amount of Notes as of the expiration of such offer.

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: September 8, 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 September 8, 2009, announcing that $302,616,000 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 as of the expiration of such offer.

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 Closing of Offer to Purchase Senior Notes

Whippany, New Jersey, September 8, 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 the final results of 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 tender offer expired at 9:00 a.m., New York City time, on Tuesday, September 8, 2009 (the “Expiration Date”). As of the Expiration Date, Notes with an aggregate principal amount of $302,616,000 have been validly tendered and not validly withdrawn. The settlement date is expected to be September 9, 2009, or promptly thereafter (the “Settlement Date”).

As the principal amount of Notes tendered and not validly withdrawn in the offer exceeded $175 million, Suburban accepted for purchase approximately 57.9% of the tendered Notes on a pro rata basis. Holders who validly tendered their Notes on or prior to the early tender date of August 21, 2009 will receive a cash payment of $1,012.50 for each $1,000 principal amount of Notes accepted for payment, and holders who validly tendered their Notes thereafter, but on or prior to the Expiration Date, will receive a cash payment of $982.50 for each $1,000 principal amount of Notes accepted for payment. Notes not accepted for purchase will be promptly returned to the tendering holder or, if tendered through the facilities of the Depositary Trust Company (DTC), credited to the relevant account at DTC, in accordance with its procedures.

In addition to the consideration described above, holders of Notes validly tendered and accepted for purchase will receive accrued and unpaid interest on the Notes from the last interest payment date for the Notes up to, but not including, the settlement date for the Notes.

Pursuant to the terms of the tender offer, Notes not tendered in the tender offer will remain outstanding, and the terms and conditions governing the Notes, including the covenants and other provisions contained in the indenture governing the Notes (other than the provisions relating to the principal amount of such indenture), will remain unchanged.

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).

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.

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