UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 7.01. REGULATION FD DISCLOSURE
ITEM 8.01. OTHER EVENTS
On December 28, 2022, Suburban Propane Partners, L.P. issued a press release (the “Press Release”) announcing its wholly-owned subsidiary, Suburban Renewable Energy, LLC, reached an agreement to acquire a platform of renewable natural gas assets from Equilibrium Capital Group. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
99.1 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
December 28, 2022 |
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SUBURBAN PROPANE PARTNERS, L.P. |
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By: |
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/s/ MICHAEL A. KUGLIN |
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Name: |
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Michael A. Kuglin |
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Title: |
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Chief Financial Officer & Chief Accounting Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Ms. Sarah Stewart |
Contact: Ms. Nandini Sankara |
Regan Communications Group |
Spokesperson, Suburban Propane |
617.763.6728 |
973.503.9082 |
scox@regancomm.com |
PR@suburbanpropane.com |
Suburban Propane Partners, L.P. to Acquire Renewable Natural Gas (“RNG”) Production Assets from Equilibrium Capital Group and Establishes Partnership for the Development of Additional RNG Projects
WHIPPANY, NJ – December 28, 2022 – Suburban Propane Partners, L.P. (“Suburban” or the “Partnership”) (NYSE: SPH), a nationwide distributor of propane and other energy products to local communities, as well as an investor in low carbon energy alternatives, announced that its wholly-owned subsidiary, Suburban Renewable Energy, LLC (“Suburban Renewables”), reached an agreement to acquire a platform of renewable natural gas (“RNG”) assets from Equilibrium Capital Group (“Equilibrium”), a leading sustainability-driven asset management firm. In addition to the purchase of two operational biogas facilities, the parties have formed a partnership to serve as a long-term growth platform for the identification, development and operation of additional RNG projects; including an existing pipeline of identified RNG projects that are in various stages of development.
Strategic Rationale
The RNG platform to be acquired is diversified across feedstocks, geographies and revenue streams, and complements Suburban Renewables’ ongoing activity to construct, own and operate an RNG facility at Adirondack Farms in Peru, New York. While the acquisition will immediately enhance and increase Suburban Renewables’ presence in RNG production and distribution, the partnership with Equilibrium through the joint venture arrangement will provide visible growth and experienced management in the rapidly developing waste-to-energy economy. RNG can be produced from multiple organic waste streams; including agricultural and food waste, helping to reduce methane emissions, while offering a low carbon solution as a drop-in replacement for traditional natural gas.
“This investment meaningfully advances our strategic goal of building out a renewable energy platform to help drive the energy transition to a low carbon economy. We are excited to be partnering with the Equilibrium team, which has a proven track record of sourcing, developing and managing high quality renewable natural gas producing assets,” said Michael Stivala, President and Chief Executive Officer of Suburban Propane. “We look forward to building upon and advancing this opportunity as we seek to leverage Equilibrium’s seasoned management team with a well-established network of operators, engineering and construction providers and off-takers, and a strong commitment to sustainable investments. The scalable platform complements our existing portfolio of renewable energy assets, either as a stand-alone RNG distributor, or as a pathway to rDME and hydrogen production.”
“Bio-fuels and renewable natural gas are now mainstream commodities in the transition to low carbon energy and decarbonization of our economy. The major challenge will be scaling cost-effective production supplies to meet market demand. Equilibrium is taking our experience investing in, developing, and operating scalable RNG production infrastructure, and partnering with Suburban’s market leadership and expertise in gas logistics, trading and user applications, to build assets that drive towards these goals,” said Dave Chen, Chief Executive Officer of Equilibrium Capital.
Transaction Details
The purchase price of $190.0 million for the two operating facilities, along with transaction fees and expenses, will be funded with borrowings of approximately $120.0 million under Suburban’s revolving credit facility, and the assumption of approximately $80.0 million of outstanding green bonds with an attractive interest rate. The RNG platform will include the following assets and the formation of an RNG development company with Equilibrium, as follows:
The parties have cleared the necessary regulatory approvals for a simultaneous signing and closing of the transactions.
Wells Fargo Securities, LLC served as exclusive financial advisor to Suburban. Evercore served as the exclusive financial advisor to Equilibrium Capital Group.
For more information on this partnership and acquisition, please visit
https://www.suburbanpropane.com/sp-equilibrium
Forward-Looking Statements
This press release contains certain forward-looking statements relating to future business expectations and financial condition and results of operations of the Partnership, based on management's current good faith expectations and beliefs concerning future developments. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such forward-looking statements, including the following:
Some of these risks and uncertainties are discussed in more detail in the Partnership's Annual Report on Form 10-K for its fiscal year ended September 24, 2022 and other periodic reports filed with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management's view only as of the date made. The Partnership undertakes no obligation to update any forward-looking statement, except as otherwise required by law.
About Suburban Propane
Suburban Propane Partners, L.P. is a publicly traded master limited partnership listed on the New York Stock Exchange under the ticker symbol SPH. Headquartered in Whippany, New Jersey, Suburban has been in the customer service business since 1928 and is a nationwide distributor of propane, renewable energy and related products and services, as well as a marketer of natural gas and electricity and an investor in low carbon alternatives. The Partnership serves the energy needs of approximately 1 million residential, commercial, governmental, industrial and agricultural customers through approximately 700 locations across 42 states. The Partnership is supported by three core pillars: (1) Suburban Commitment – showcasing the Partnership's nearly 95-year legacy, and ongoing commitment to the highest standards for dependability, flexibility, and reliability that underscores the Partnership's commitment to excellence in customer service; (2) SuburbanCares – highlighting the Partnership's continued dedication to giving back to local communities across the Partnership's national footprint and (3) Go Green with Suburban Propane - promoting the clean burning and versatile nature of propane and renewable propane as a solution to a green energy future and its commitment to investing in and developing the next generation of renewable energy.
About Equilibrium Capital Group
Equilibrium Capital Group develops investment strategies and manages assets in sustainable finance and active ESG, focusing on sustainable food and agriculture and carbon transition infrastructure. Equilibrium was founded in 2008 with a mission to transform the planet into shared sustainable prosperity through capital markets. Since 2013, Equilibrium has invested in, developed, and scaled distributed carbon transition infrastructure assets that target carbon reduction across the agriculture, energy, transportation and heavy materials industries. Today, Equilibrium provides experienced capital alongside developers and operating partners for the development, construction and acquisition of long-lived renewable energy and carbon offset producing assets.
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Document and Entity Information |
Dec. 28, 2022 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001005210 |
Document Type | 8-K |
Document Period End Date | Dec. 28, 2022 |
Entity Registrant Name | SUBURBAN PROPANE PARTNERS LP |
Entity Incorporation State Country Code | DE |
Entity File Number | 1-14222 |
Entity Tax Identification Number | 22-3410353 |
Entity Address, Address Line One | 240 Route 10 West |
Entity Address, City or Town | Whippany |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 07981 |
City Area Code | (973) |
Local Phone Number | 887-5300 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Units |
Trading Symbol | SPH |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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