425

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): July 6, 2012

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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement

On July 6, 2012, Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban”) entered into a second amendment (the “CA Amendment”) to the Contribution Agreement, dated as of April 25, 2012, as amended on June 15, 2012, with Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy GP, LLC, a Delaware limited liability company, and Inergy Sales & Service, Inc., a Delaware corporation. The CA Amendment provides that Suburban will offer $65.0 million in aggregate cash consent payments in connection with Suburban’s previously announced exchange offers and consent solicitations for NRGY Notes relating to the planned acquisition of NRGY’s retail propane operations (the “Inergy Propane Acquisition”) and that NRGY will pay $36.5 million to Suburban in cash at closing of the Inergy Propane Acquisition. The CA Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On July 6, 2012, Suburban issued a press release relating to the previously announced exchange offers and consent solicitations in connection with the planned acquisition of NRGY’s retail propane operations. In the press release, Suburban announced that it had extended the consent date and expiration date, increased the cash consent payment, increased the coupon of the notes being offered and modified certain other terms of the notes being offered. A copy of the press release is attached as Exhibit 99.1 hereto.

Updated pro forma financial information showing the effect of these modifications to the terms of the exchange offers and consent solicitations has been included in Item 9.01(b) of this current Report on Form 8-K.

In addition, within the press release, we reference earnings before interest, income taxes, depreciation and amortization (“EBITDA”) which is considered a non-GAAP financial measure. Additionally, we discuss EBITDA, net income and net income per Common Unit, excluding the impact of unrealized (non-cash) gains or losses attributable to mark-to-market activity on derivative instruments and loss on debt extinguishment (“Adjusted EBITDA”). We provide these non-GAAP financial measures because we believe that they assist the investment community in properly assessing our liquidity on a year-over-year basis. In addition, we believe that these non-GAAP financial measures provide useful information to investors and industry analysts that facilitates the comparison of cash flows between periods for purposes of evaluating our ability to meet our debt service obligations and to pay quarterly distributions. In addition, certain of our incentive compensation plans covering executives and other employees utilize Adjusted EBITDA as the performance target. Moreover, our revolving credit agreement requires us to use Adjusted EBITDA as a component in calculating our leverage and interest coverage ratios.

A reconciliation of EBITDA and Adjusted EBITDA to net income is presented in the Press Release furnished as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information

On May 3, 2012, Suburban filed a Current Report on Form 8-K that included in Exhibit 99.3 unaudited pro forma condensed combined financial information as of and for the six months ended March 24, 2012 and for the year ended September 24, 2011. This unaudited pro forma condensed combined financial information was prepared to give effect to the acquisition of NRGY’s retail propane business. Such unaudited pro forma condensed combined financial information was updated in Exhibit 99.2 of our Current Report on Form 8-K filed on June 15, 2012.

On July 6, 2012, Suburban announced that it increased the interest rates on the notes being offered to NRGY noteholders in the exchange offers for their NRGY notes and increased the cash consent payment being offered to the NRGY noteholders in connection with the related consent solicitations. Attached as Exhibit 99.2 hereto is updated unaudited pro forma condensed combined financial information reflecting the increased interest rates and cash consent payment. This updated pro forma financial information replaces the previously provided pro forma financial information in its entirety.

This unaudited pro forma condensed combined financial information is provided for illustrative purposes only and does not purport to represent what our actual results of operations or financial position would have been if the acquisition of NRGY’s retail propane business had occurred on the dates indicated, nor are they necessarily indicative of our future operating results or financial position.

(d) Exhibits:

2.1 Second Amendment to Contribution Agreement dated as of July 6, 2012 by and among Inergy, L.P., Inergy GP, LLC, Inergy Sales and Service, Inc. and Suburban Propane Partners, L.P.

99.1 Suburban Propane Partners, L.P. Extends Consent Date and Expiration Date and Modifies Terms of Exchange Offers and Consent Solicitations in Connection with its Planned Acquisition of Inergy, L.P.’s Retail Propane Operations

99.2 Unaudited Pro Forma Condensed Combined Financial Information

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: July 6, 2012	By:	/s/ Michael A. Stivala
		Name: Michael A. Stivala
		Title:   Chief Financial Officer

EXHIBIT INDEX

Exhibit

2.1	Second Amendment to Contribution Agreement dated as of July 6, 2012 by and among Inergy, L.P., Inergy GP, LLC, Inergy Sales and Service, Inc. and Suburban Propane Partners, L.P.
99.1	Suburban Propane Partners, L.P. Extends Consent Date and Expiration Date and Modifies Terms of Exchange Offers and Consent Solicitations in Connection with its Planned Acquisition of Inergy, L.P.’s Retail Propane Operations
99.2	Unaudited Pro Forma Condensed Combined Financial Information

EX-2.1

Exhibit 2.1

SECOND AMENDMENT

TO

CONTRIBUTION AGREEMENT

JULY 6, 2012

This Second Amendment (this “Second Amendment”), effective as of the date hereof, to the Contribution Agreement dated as of April 25, 2012, as amended on June 15, 2012 (the “Contribution Agreement”), is made and entered into by and among Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy GP, LLC, a Delaware limited liability company and the general partner of NRGY, Inergy Sales & Service, Inc., a Delaware corporation, and Suburban Propane Partners, L.P., a Delaware limited partnership (“Acquirer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Contribution Agreement.

WHEREAS, in order to consummate the Exchange Offer, the Acquirer and NRGY have determined it reasonably necessary to increase the payments to holders of the NRGY Notes for the consents contemplated by the Exchange Offer Documents and to increase the coupon on the Exchange Notes, as compared to the NRGY Notes;

WHEREAS, in light of the increased fees and expenses associated with the Exchange Offer, the Parties desire to amend the Contribution Agreement pursuant to Sections 5.14(b) and 10.1 thereof to memorialize their agreement to share such increased fees and expenses in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, the Contribution Agreement is hereby amended as follows:

1. Section 5.14(g) shall be replaced in its entirety as follows:

(g) Acquirer agrees to pay an aggregate of $65.0 million in cash to the holders of NRGY Notes, on a pro rata basis, who deliver a valid consent by the consent date as contemplated by the Exchange Offer Documents. In addition, NRGY agrees to pay $36.5 million in cash to Acquirer on the Contribution Closing Date.

2. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one agreement. Delivery by any Party of an executed signature page of this Second Amendment by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

3. Except as expressly set forth herein, nothing herein shall affect, limit, amend, supplement or otherwise modify (i) the Contribution Agreement or (ii) the conditions to the Exchange Offer as set forth in the Exchange Offer Documents.

4. The provisions set forth in Article IX of the Contribution Agreement are incorporated herein by reference.

[Signature page follows.]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its respective duly authorized officers as of the date first above written.

CONTRIBUTOR PARTIES:
INERGY, L.P.
By:	Inergy GP, LLC, its general partner
By:	/s/ John J. Sherman
	John J. Sherman
	President and Chief Executive Officer
INERGY GP, LLC
By:	/s/ John J. Sherman
	John J. Sherman
	President and Chief Executive Officer
INERGY SALES & SERVICE, INC.
By:	/s/ John J. Sherman
	John J. Sherman
	President and Chief Executive Officer
ACQUIRER:
SUBURBAN PROPANE PARTNERS, L.P.
By:	/s/ Michael J. Dunn, Jr.
	Michael J. Dunn, Jr.
	President and Chief Executive Officer

Signature Page to the Second Amendment to Contribution Agreement

EX-99.1

Exhibit 99.1

Suburban Propane Partners, L.P. Extends Consent Date and Expiration Date and Modifies Terms of

Exchange Offers and Consent Solicitations in Connection with its Planned Acquisition of Inergy,

L.P.’s Retail Propane Operations

Whippany, New Jersey, July 6, 2012 — Suburban Propane Partners, L.P. (NYSE: SPH), a nationwide distributor of propane, fuel oil and related products and services, as well as a marketer of natural gas and electricity (the “Partnership”), today announced that it and Suburban Energy Finance Corp. (collectively, “Suburban”) have extended the consent date (the “Consent Date”) and the expiration date (the “Expiration Date”), increased applicable interest rates of the SPH Notes (as defined below) and the Cash Consent Payment (as defined below) and modified certain other terms for their previously announced offers to exchange (the “Exchange Offers”) and related consent solicitations (the “Consent Solicitations”) in connection with certain outstanding notes of Inergy, L.P. (“Inergy”).

Following further discussions with certain noteholders, Suburban is now offering to exchange any and all of the outstanding 7% Senior Notes due 2018 and 6  ⁷/8% Senior Notes due 2021 (collectively, the “Inergy Notes”) issued by Inergy and Inergy Finance Corp., which have an aggregate principal amount outstanding of $1.2 billion, for a combination of $1.0 billion in aggregate principal amount of new unsecured 7  ¹/2% Senior Notes due 2018 and 7  ³/8% Senior Notes due 2021 (collectively, the “SPH Notes”), respectively, issued by Suburban and $200.0 million in cash. The amended interest rates of the SPH Notes reflect a further increase in the interest rates on the SPH Notes from the amended terms announced on June 15, 2012, with the respective interest rates now being 0.50% greater than the interest rates on the SPH Notes as initially offered by Suburban. In addition, Suburban has also revised the terms of the SPH Notes to reflect revisions to the redemption provisions of the SPH Notes, to revise certain of the covenants of the SPH Notes and to make certain other changes.

In addition, Suburban announced that it is now offering to pay an aggregate of $65.0 million in cash to holders of Inergy Notes, on a pro rata basis, who deliver a valid consent by the new Consent Date (the “Cash Consent Payment”). Assuming that consents are validly delivered (and accepted) for all $1.2 billion aggregate principal amount of the Inergy Notes, the Cash Consent Payment will be approximately $54.17 per $1,000 principal amount of Inergy Notes as to which a holder delivers a valid consent by the Consent Date. If consents are validly delivered (and accepted) for $1.0 billion of aggregate principal amount of the Inergy Notes, the Cash Consent Payment will be $65.00 per $1,000 principal amount of Inergy Notes as to which a holder delivers a valid consent by the Consent Date. Holders who have previously tendered Inergy Notes in the Exchange Offers, and delivered consents with respect thereto in the Consent Solicitations, will share pro rata in the increased Cash Consent Payment, subject to the terms and conditions of the Exchange Offers and Consent Solicitations. Suburban continues to reserve the right to lower the minimum tender condition requiring the tender of at least $1.0 billion aggregate principal amount of Inergy Notes.

The Consent Date has been extended to 5:00 p.m., New York City time, on July 12, 2012, unless extended or terminated. The Expiration Date has been extended to 11:59 p.m., New York City time, on July 26, 2012, unless extended or terminated. As of 5:00 p.m., New York City time, on July 5, 2012, approximately 44% of the outstanding aggregate principal amount of Inergy Notes had been tendered.

Updated unaudited pro forma condensed combined financial information reflecting the modifications to the terms of the Exchange Offers and Consent Solicitations has been included as Exhibit 99.2 to the Partnership’s Current Report on Form 8-K filed on today’s date.

On or about August 2, 2012, Suburban is scheduled to announce its results for the fiscal third quarter ended June 23, 2012. Based on continued warm weather trends impacting weather-sensitive volumes, it is anticipated that Adjusted EBITDA for the third quarter of fiscal 2012 will be in a range of $2 million to $5 million compared to Adjusted EBITDA in the prior year third quarter of $10.3 million.

We have provided a range for the preliminary results described above primarily because our financial closing procedures for the month and quarter ended June 23, 2012 are not yet complete. As a result, there is a possibility that our final results will vary from these preliminary estimates. We currently expect that our final results will be within the ranges described above. It is possible, however, that our final results will not be within the ranges we currently estimate.

Suburban is making the Exchange Offers and Consent Solicitations in connection with, and conditioned upon, among other things, its consummation of the acquisition of Inergy’s retail propane operations.

The SPH Notes have not been registered under the Securities Act of 1933, as amended, or any state or foreign securities laws. The SPH Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act or any applicable state securities laws.

This press release does not constitute an offer to purchase or exchange any securities or a solicitation of any offer to sell or exchange any securities.

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. The Partnership serves the energy needs of approximately 750,000 residential, commercial, industrial and agricultural customers through more than 300 locations in 30 states.

Forward-looking Statements

This press release contains certain 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. 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 Propane’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.

# # #

Non-GAAP Financial Measures

EBITDA represents net income before deducting interest expense, income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA excluding the unrealized net gain or loss on mark-to-market activity for derivative instruments and loss on debt extinguishment. Our management uses EBITDA and Adjusted EBITDA as measures of liquidity and we are including them because we believe that they provide our investors and industry analysts with additional information to evaluate our ability to meet our debt service obligations and to pay our quarterly distributions to holders of our Common Units.

In addition, certain of our incentive compensation plans covering executives and other employees utilize Adjusted EBITDA as the performance target. Moreover, our revolving credit agreement requires us to use Adjusted EBITDA as a component in calculating our leverage and interest coverage ratios. EBITDA and Adjusted EBITDA are not recognized terms under accounting principles generally accepted in the United States of America (“US GAAP”) and should not be considered as an alternative to net income or net cash provided by operating activities determined in accordance with US GAAP. Because EBITDA and Adjusted EBITDA as determined by us excludes some, but not all, items that affect net income, they may not be comparable to EBITDA and Adjusted EBITDA or similarly titled measures used by other companies.

The following table sets forth our calculations of EBITDA and Adjusted EBITDA (unaudited):

	Three Months Ended
	June 23, 2012						June 25, 2011
	Range
	Low			High
				(in thousands)
Net loss	$	(11,200	)	$	(8,200	)	$	(6,787	)
Add:
Provision for income taxes		100			100			273
Interest expense, net		6,500			6,500			6,867
Depreciation and amortization		8,500			8,500			9,670
EBITDA		3,900			6,900			10,023
Unrealized (non-cash) losses (gains) on changes in fair value of derivatives		(8,200	)		(8,200	)		313
Acquisition-related charges		6,300			6,300			—
Adjusted EBITDA	$	2,000		$	5,000		$	10,336

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On April 25, 2012, Suburban Propane Partners, L.P. (“Suburban”) entered into a definitive agreement (the “Contribution Agreement”) with Inergy, L.P. (“Inergy”), Inergy GP, LLC and Inergy Sales and Service, Inc. (“Inergy Sales”) to acquire the sole membership interest in Inergy Propane, LLC, including certain wholly-owned subsidiaries of Inergy Propane, LLC, and certain assets of Inergy Sales (such interests and assets collectively, “Inergy Propane”) for a total acquisition value of approximately $1.8 billion (as determined on that date) consisting of: (i) $1.0 billion of newly issued Suburban senior notes and $200.0 million in cash; and, (ii) $600.0 million of new Suburban common units, which will be distributed to Inergy and Inergy Sales, all but $6.0 million of which will subsequently be distributed by Inergy to its unitholders (the “Inergy Propane Acquisition”). At the time of the closing of the Inergy Propane Acquisition, and following certain pre-closing transactions, Inergy Propane will consist of the retail propane assets and operations of Inergy.

Prior to the closing of the Inergy Propane Acquisition, Inergy Propane, LLC will transfer its interest in certain subsidiaries, as well as all of its rights and interests in the assets and properties of its wholesale propane supply, marketing and distribution business, and its rights and interest in the assets and properties of its West Coast natural gas liquids business, to Inergy. These assets and operations will not be part of the Inergy Propane business at the time of the transfer of the membership interest in Inergy Propane, LLC to Suburban and will not be part of the Inergy Propane Acquisition. Following the Inergy Propane Acquisition, Inergy Propane, LLC, including its wholly-owned subsidiaries that are part of the Inergy Propane Acquisition, will become subsidiaries of Suburban.

Pursuant to the Contribution Agreement, on May 3, 2012 Suburban and its wholly-owned subsidiary Suburban Energy Finance Corp. commenced an offer to exchange any and all of the outstanding unsecured 7% Senior Notes due 2018 and 6 ⁷/8% Senior Notes due 2021 issued by Inergy, L.P. and Inergy Finance Corp., which have an aggregate principal amount outstanding of $1.2 billion (collectively, the “Inergy Notes”), for a combination of $1.0 billion in aggregate principal amount of new unsecured 7% Senior Notes due 2018 and 6 ⁷/8% Senior Notes due 2021 (collectively, the “SPH Notes”) issued by Suburban and Suburban Energy Finance Corp. and $200.0 million in cash (the “Exchange Offers”). In connection with the Exchange Offers, Suburban is soliciting consents to amend the Inergy Notes and the indentures governing the Inergy Notes. The proposed amendments, with respect to each series of the Inergy Notes, which require the consent of a majority in outstanding principal amount of such series of Inergy Notes, would (i) delete in their entirety substantially all the restrictive covenants, (ii) modify the covenants regarding mergers and consolidations and (iii) eliminate certain events of default.

On June 15, 2012, Suburban and Suburban Energy Finance Corp. amended the Exchange Offers to, among other things, increase the cash consent payment offered to Inergy noteholders to $50.0 million and to increase the interest rates on the SPH Notes being offered by 0.25%. On July 6, 2012, Suburban and Suburban Energy Finance Corp. further amended the Exchange Offers to, among other things, increase the cash consent payment offered to Inergy noteholders from $50.0 million to $65.0 million and to increase the interest rates on the SPH Notes being offered by an additional 0.25%. Pursuant to the terms and subject to the conditions of the Exchange Offers as amended, and assuming $1.2 billion aggregate principal amount of Inergy Notes are validly tendered and not validly withdrawn prior to the consent date, holders of Inergy Notes who deliver valid consents by the consent date will receive a cash payment of approximately $54.17 per each $1,000 principal amount of Inergy Notes as to which a holder delivers a valid consent. Pursuant to the terms and subject to the conditions of the Exchange Offers as amended, Suburban and Suburban Energy Finance Corp. are offering to issue 7 ¹/2% Senior Notes due 2018 and 7 ³/8% Senior Notes due 2021 in exchange for Inergy’s 7% Senior Notes due 2018 and 6 ⁷/8% Senior Notes due 2021, respectively. The 7 ¹/2% Senior Notes due 2018 will be issued only in exchange for Inergy’s 7% Senior Notes due 2018 and the 7 ³/8% Senior Notes due 2021 will be issued only in exchange for Inergy’s 6 ⁷/8% Senior Notes due 2021. Additionally, on July 6, 2012, the Contribution Agreement was amended to provide that Suburban will pay the $65.0 million cash consent payment and Inergy will pay $36.5 million to Suburban at closing of the Inergy Propane Acquisition. As used herein, “Contribution Agreement” refers to the Contribution Agreement as amended. The amendment for the Contribution Agreement is referred to herein as the “Contribution Agreement Amendment”.

1

As of July 2, 2012, the preliminary fair value of the purchase price of Inergy Propane was $1,822.8 million, consisting of: (i) $1.0 billion of newly issued SPH Notes and $200.0 million in cash to Inergy noteholders pursuant to the Exchange Offers; (ii) $65.0 million in cash to the Inergy noteholders for consent payment pursuant to the consent solicitations; and, (iii) $594.3 million of new Suburban common units, which will be distributed to Inergy and Inergy Sales, all but $5.9 million of which will subsequently be distributed by Inergy to its unitholders. The preliminary fair value of the purchase price is net of the $36.5 million of cash to be received from Inergy upon closing of the Inergy Propane Acquisition pursuant to the Contribution Agreement Amendment.

In connection with the Inergy Propane Acquisition and concurrently with the Exchange Offers, Suburban will seek equity financing of approximately $250.0 million for the purposes of funding the cash consideration in the Exchange Offers, as well as the costs and expenses associated with the Exchange Offers and costs and expenses associated with the consummation of the Inergy Propane Acquisition. Any net proceeds not so applied will be used for general partnership purposes.

On April 25, 2012 Suburban also entered into a commitment letter with certain lenders who are party to the Partnership’s existing credit agreement pursuant to which such lenders committed to provide Suburban with a $250.0 million senior secured 364-day incremental term loan facility (the “364-Day Facility”). The 364-Day Facility will be available in the event that the equity financing transaction is not consummated by the closing of the Inergy Propane Acquisition.

The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Inergy Propane Acquisition by Suburban and has been prepared for informational purposes only. The unaudited pro forma condensed combined financial information is based upon the historical consolidated financial statements and notes thereto of Suburban and Inergy Propane and should be read in conjunction with the:

• audited annual financial statements and accompanying notes of Suburban Propane Partners, L.P. included in the Annual Report on Form 10-K for the fiscal year ended September 24, 2011, and the unaudited condensed consolidated financial statements and accompanying notes included in the Quarterly Report on Form 10-Q for the quarterly period ended March 24, 2012; and

• audited historical financial statements and accompanying notes of Inergy Propane, LLC as of September 30, 2011 and 2010, and for each of the three years in the period ended September 30, 2011, and the unaudited interim historical financial statements and accompanying notes for the six months ended March 31, 2012 and 2011, which is included in Suburban’s Current Report on Form 8-K dated May 3, 2012.

The historical consolidated financial information has been adjusted in the following unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the Inergy Propane Acquisition and related financing, (2) factually supportable, and (3) with respect to the statements of operations, are expected to have a continuing impact on the combined results of Suburban. Although Suburban has entered into the Contribution Agreement with Inergy, there is no guarantee that the Inergy Propane Acquisition will be completed in the manner contemplated or at all. The unaudited pro forma condensed combined statements of operations have been prepared assuming the Inergy Propane Acquisition had been completed on September 26, 2010, the first day of Suburban’s 2011 fiscal year. The unaudited pro forma condensed combined balance sheet has been prepared assuming the Inergy Propane Acquisition had been completed on March 24, 2012, the last day of Suburban’s 2012 second fiscal quarter. The unaudited pro forma condensed combined financial information has been adjusted with respect to certain aspects of the Inergy Propane Acquisition to reflect:

• the consummation of the Inergy Propane Acquisition;

2

• exclusion of historical assets and liabilities of Inergy Propane, LLC not acquired or assumed as part of the Inergy Propane Acquisition and changes in certain revenues and expenses resulting from the exclusion of these assets and liabilities;

• re-measurement of the assets and liabilities of Inergy Propane (as disclosed in more detail below) to record their preliminary estimated fair values at the date of the closing of the Inergy Propane Acquisition and adjustment of certain expenses resulting therefrom;

• additional indebtedness, including, but not limited to, debt issuance costs and interest expense, incurred in connection with the exchange of Inergy Notes for the SPH Notes;

• additional indebtedness, including, but not limited to, debt issuance costs and interest expense incurred in connection with borrowings under the 364-Day Facility;

• no tax adjustments were made as Suburban is a publicly traded master limited partnership and has no substantial federal or state income tax liability.

The unaudited pro forma condensed combined financial information was prepared in accordance with the acquisition method of accounting. The pro forma information presented, including allocation of the purchase price, is based on preliminary estimates of fair values of assets acquired and liabilities assumed in connection with the Inergy Propane Acquisition. These preliminary estimates are based on available information and certain assumptions that may be revised as additional information becomes available.

The final purchase price allocation for the Inergy Propane Acquisition will be dependent upon the finalization of asset and liability valuations, which may depend in part on prevailing market rates and conditions, as well as the final form of financing that Suburban will utilize to effect the Inergy Propane Acquisition. Any final adjustments may be materially different from the preliminary estimates, and may result in a change to the unaudited pro forma condensed combined financial information presented herein.

We believe that the assumptions used to derive the unaudited pro forma condensed combined financial information are reasonable given the information available; however, such assumptions are subject to change and the effect of any such change could be material. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations that would have been reported had the Inergy Propane Acquisition been completed as of or for the periods presented, nor are they necessarily indicative of future results.

3

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 24, 2012 (*)

(in thousands)

	Historical Suburban Propane Partners, L.P. (2)		Historical Inergy Propane,  LLC (3)		Elimination of Assets Not Acquired and Liabilities Not Assumed (4)			Reclassifications (5)			Financing Activities			Other Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	96,202	$	11,800	$	(1,248	)	$	—		$	(12,850	)	$	—	(6)	$	93,904
Accounts receivable, less allowance for doubtful accounts		106,843		161,200		(80,138	)								—			187,905
Inventories		67,287		88,300		(46,896	)								—			108,691
Assets from price risk management activities		—		14,100		(14,100	)								—			—
Other current assets		12,199		10,000		(8,050	)					3,750			—	(7)		17,899
Total current assets		282,531		285,400		(150,432	)		—			(9,100	)		—			408,399
Property, plant and equipment, net		330,452		658,200		(185,817	)								141,715	(8)		944,550
Other intangible assets, net		14,582		306,600		(4,646	)								78,595	(9)		395,131
Receivable from Inergy Midstream, L.P.		—		300		(300	)								—			—
Goodwill		277,651		336,500		(379	)								408,994	(10)		1,022,766
Other assets		26,262		2,000		(1,463	)					14,850			—	(11)		41,649
Total assets	$	931,478	$	1,589,000	$	(343,037	)	$	—		$	5,750		$	629,304		$	2,812,495
LIABILITIES AND PARTNERS’ CAPITAL/ MEMBER’S EQUITY
Current liabilities:
Accounts payable	$	34,208	$	114,100	$	(113,509	)	$	(566	)	$	—		$	—		$	34,233
Accrued employment and benefit costs		14,832		—		—			2,607						—			17,439
Customer deposits and advances		34,968		26,800		—			4,046						—			65,814
Short-term borrowings and current portion of long-term borrowings		—		4,200		(97	)		(4,103	)		250,000			—	(12)		250,000
Liabilities from price risk management activities		—		5,100		(5,100	)								—			—
Other current liabilities		27,241		28,800		(18,473	)		(1,984	)					—			35,584
Total current liabilities		111,249		179,000		(137,179	)		—			250,000			—			403,070
Long-term borrowings		348,277		12,500		(1,879	)		(10,621	)		1,000,000			—	(13)		1,348,277
Accrued insurance		41,218		—		—									—			41,218
Other liabilities		54,501		14,100		(14,100	)		10,621						—			65,122
Total liabilities		555,245		205,600		(153,158	)		—			1,250,000			—			1,857,687
Partners’ capital/member’s equity		376,233		1,383,400								578,575			(1,383,400	)(14)		954,808
Total liabilities and partners’ capital/member’s equity	$	931,478	$	1,589,000	$	(153,158	)	$	—		$	1,828,575		$	(1,383,400	)	$	2,812,495

(*) Suburban Propane Partners, L.P. uses a 52/53 week fiscal year which ends on the last Saturday in September and its fiscal quarters are generally 13 weeks in duration. Inergy Propane, LLC uses a fiscal year end which ends on September 30. Accordingly, the second fiscal quarter ended on March 24, 2012 for Suburban and March 31, 2012 for Inergy Propane.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED MARCH 24, 2012 (*)

(in thousands, except per unit amounts)

	Historical Suburban Propane Partners, L.P. (2)			Historical Inergy  Propane, LLC (3)			Elimination of Assets Not Acquired and Liabilities Not Assumed (4)			Reclassifications (5)			Financing Activities			Other Pro Forma Adjustments			Pro Forma Combined
Revenues
Propane	$	524,115		$	928,600		$	(423,046	)	$	—		$	—		$	—		$	1,029,669
Fuel oil and other refined fuels		74,729			—			—			77,372						—			152,101
Other		58,668			291,700			(179,614	)		(77,372	)					—			93,382
		657,512			1,220,300			(602,660	)		—			—			—			1,275,152
Costs and expenses
Cost of products sold		391,975			930,100			(562,228	)								—			759,847
Operating and administrative expenses		163,688			146,400			(20,028	)								—			290,060
Loss on disposal of assets		—			3,600			2									—			3,602
Depreciation and amortization		15,434			57,400			(21,872	)								9,983	(15)		60,945
		571,097			1,137,500			(604,126	)		—			—			9,983			1,114,454
Operating income		86,415			82,800			1,466			—			—			(9,983	)		160,698
Loss on debt extinguishment		(507	)		—			—									—			(507	)
Interest expense, net		(13,263	)		(600	)		34						(44,430	)		—	(16)		(58,259	)
Other income		—			1,400			(1,293	)								—			107
Income before (benefit from) provision for income taxes		72,645			83,600			207			—			(44,430	)		(9,983	)		102,039
(Benefit from) provision for income taxes		(160	)		—			(43	)								—			(203	)
Net income (loss)	$	72,805		$	83,600		$	250		$	—		$	(44,430	)	$	(9,983	)	$	102,242
Income per Common Unit—basic	$	2.05																	$	2.07
Weighted average number of units outstanding—basic		35,588															13,893	(14)		49,481
Income per Common Unit—diluted	$	2.03																	$	2.06
Weighted average number of units outstanding—diluted		35,808															13,893	(14)		49,701

(*) Suburban Propane Partners, L.P. uses a 52/53 week fiscal year which ends on the last Saturday in September and its fiscal quarters are generally 13 weeks in duration. Inergy Propane, LLC uses a fiscal year end which ends on September 30. Accordingly, the second fiscal quarter ended on March 24, 2012 for Suburban and March 31, 2012 for Inergy Propane.

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SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 24, 2011 (*)

(in thousands, except per unit amounts)

	Historical Suburban Propane Partners, L.P. (2)			Historical Inergy  Propane, LLC (3)			Elimination of Assets Not Acquired and Liabilities Not Assumed (4)			Reclassifications (5)			Financing Activities			Other Pro Forma Adjustments			Pro Forma Combined
Revenues
Propane	$	929,492		$	1,461,900		$	(602,294	)	$	—		$	—		$	—		$	1,789,098
Fuel oil and other refined fuels		139,572			—			—			128,300						—			267,872
Other		121,488			486,800			(294,082	)		(128,300	)					—			185,906
		1,190,552			1,948,700			(896,376	)		—			—			—			2,242,876
Costs and expenses
Cost of products sold		678,719			1,424,100			(822,250	)								—			1,280,569
Operating and administrative expenses		330,977			285,800			(28,713	)								—			588,064
Severance charge		2,000			—			—									—			2,000
Loss on disposal of assets		—			10,800			113									—			10,913
Depreciation and amortization		35,628			117,200			(42,700	)								18,809	(15)		128,937
		1,047,324			1,837,900			(893,550	)		—			—			18,809			2,010,483
Operating income		143,228			110,800			(2,826	)		—			—			(18,809	)		232,393
Interest expense, net		(27,378	)		(1,500	)		100						(88,861	)		—	(16)		(117,639	)
Other income		—			200			—									—			200
Income before provision for income taxes		115,850			109,500			(2,726	)		—			(88,861	)		(18,809	)		114,954
Provision for income taxes		884			500			(100	)								—			1,284
Net income (loss)	$	114,966		$	109,000		$	(2,626	)	$	—		$	(88,861	)	$	(18,809	)	$	113,670
Income per Common Unit—basic	$	3.24																	$	2.30
Weighted average number of units outstanding—basic		35,525															13,893	(14)		49,418
Income per Common Unit—diluted	$	3.22																	$	2.29
Weighted average number of units outstanding—diluted		35,723															13,893	(14)		49,616

(*) Suburban Propane Partners, L.P. uses a 52/53 week fiscal year which ends on the last Saturday in September and its fiscal quarters are generally 13 weeks in duration. Inergy Propane, LLC uses a fiscal year end which ends on September 30. Accordingly, the second fiscal quarter ended on March 24, 2012 for Suburban and March 31, 2012 for Inergy Propane.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(in thousands of dollars, except per unit data)

Note 1. The unaudited pro forma condensed combined financial information was prepared based on the preliminary valuation of the purchase price of $1,822,825 and allocation to the identifiable assets acquired and liabilities assumed. The purchase price was determined and allocated for accounting purposes as follows:

Consideration:
Cash consideration to Inergy noteholders pursuant to the Exchange Offers	$	200,000
Cash consideration to Inergy noteholders for consent payment pursuant to the consent solicitations		65,000
SPH Notes issued to Inergy noteholders		1,000,000
Suburban common units issued to Inergy (see Note 14)		594,325
Cash consideration from Inergy pursuant to the Contribution Agreement Amendment		(36,500	)
	$	1,822,825
Preliminary purchase price allocation:
Current assets	$	134,968
Property, plant and equipment		614,098
Other intangible assets		380,549
Goodwill		745,115
Other assets		537
Current liabilities		(41,821	)
Non-current liabilities		(10,621	)
	$	1,822,825

Pursuant to the Contribution Agreement, the purchase price is subject to adjustment for working capital and certain liabilities of Inergy Propane that are being assumed by Suburban in the Inergy Propane Acquisition. These liabilities consist primarily of non-interest bearing obligations due under non-competition agreements between Inergy Propane and the sellers of retail propane companies acquired by Inergy Propane in the past, as well as certain other accrued liabilities. The actual amounts of these adjustments will depend on the fair value of the working capital and the fair value of the assumed liabilities on the closing date of the Inergy Propane Acquisition.

In addition, on the closing date of the Inergy Propane Acquisition, Inergy will provide Suburban with cash in an amount equal to the amount of accrued and unpaid interest on the Inergy Notes through the closing date of the Inergy Propane Acquisition, which Suburban will distribute to the Inergy noteholders whose Inergy Notes are exchanged on the settlement date.

Note 2. Represents the historical consolidated results of operations and financial position of Suburban.

Note 3. Represents the historical consolidated results of operations and financial position of Inergy Propane, LLC.

Note 4. Reflects the elimination of the historical consolidated results of operations, assets and liabilities of Inergy Propane not to be acquired by Suburban.

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Note 5. Reflects reclassifications of amounts included on Inergy Propane’s financial statements to conform to Suburban’s presentation.

Note 6. Reflects pro forma adjustments to cash and cash equivalents as follows:

Gross proceeds from borrowings under 364-Day Facility	$	250,000
Cash consideration from Inergy pursuant to the Contribution Agreement Amendment		36,500
Cash payments to Inergy noteholders pursuant to the Exchange Offers		(200,000	)
Cash payments to Inergy noteholders for consent payment pursuant to the consent solicitations		(65,000	)
Payment of debt origination costs		(18,600	)
Payment of acquisition related costs		(15,750	)
	$	(12,850	)

The cash payments to Inergy noteholders for consent payments pursuant to the consent solicitations reflect consent payments of $54.17 per each $1,000 principal amount of Inergy Notes, of which there is $1,200,000 aggregate principal amount outstanding, to be paid by Suburban to Inergy noteholders that deliver a valid consent in connection with the consent solicitations.

Note 7. Reflects pro forma adjustments to record estimated debt issuance costs in conjunction with the 364-Day Facility.

Note 8. Reflects pro forma adjustments to record property, plant and equipment at estimated fair value as follows:

To record estimated fair value of Inergy Propane property, plant and equipment	$	614,098
Eliminate historical net book value of Inergy Propane property, plant and equipment		(472,383	)
	$	141,715

Note 9. Reflects pro forma adjustments to record other intangible assets at estimated fair value as follows:

Allocation of purchase price to customer relationships	$	363,000
Allocation of purchase price to tradenames		2,200
Allocation of purchase price to non-competes		15,349
Eliminate historical cost of Inergy Propane’s other intangible assets		(301,954	)
	$	78,595

Note 10. Reflects pro forma adjustments to remove Inergy Propane’s historical goodwill of $336,121 and to record goodwill of $745,115 representing the excess of the net purchase price over the preliminary fair values of the net assets acquired and liabilities assumed. Such goodwill principally comprises buyer-specific synergies and assembled workforce.

Note 11. Reflects pro forma adjustments to record estimated debt issuance costs in conjunction with the issuance of $1,000,000 in aggregate principal amount of SPH Notes.

Note 12. Reflects borrowings under the 364-Day Facility.

Note 13. Reflects the issuance of $1,000,000 in aggregate principal amount of SPH Notes. The fair value of the SPH Notes to be issued to Inergy noteholders on the closing date of the Inergy Propane Acquisition will be used for the final purchase price allocation for the Inergy Propane Acquisition, which may be different than the $1,000,000 reflected in the preliminary purchase price allocation and pro forma adjustment above.

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Note 14. Reflects total pro forma adjustments to partners’ capital accounts as follows:

	Suburban Common Units (in thousands)		Suburban Common Unitholders / Member’s Equity
Elimination of historical Inergy Propane member’s capital			$	(1,383,400	)
Issuance of Suburban common units to Inergy and Inergy Sales pursuant to the Contribution Agreement		13,893		594,325
Acquisition related costs				(15,750	)
		13,893	$	(804,825	)

In accordance with the Contribution Agreement, the number of Suburban common units to be issued to Inergy and Inergy Sales in the aggregate is determined by dividing $600,000 by the average of the high and low sales prices of Suburban’s common units for the twenty consecutive trading days ending on the day prior to the execution of the Contribution Agreement, which was determined to be $43.1885, resulting in 13,893 common units.

The pro forma adjustment regarding the 13,893 Suburban common units to be issued to Inergy and Inergy Sales was determined based on the reported closing price of a Suburban common unit on the New York Stock Exchange on July 2, 2012. The fair value of the Suburban common units on the closing date of the Inergy Propane Acquisition will be used for the final purchase price allocation for the Inergy Propane Acquisition, which may be different than the $594,325 reflected in the preliminary purchase price allocation and pro forma adjustment above. If the fair value of Suburban’s common units on the closing date of the Inergy Propane Acquisition are 10% higher or lower than the preliminary fair value used for the preliminary valuation of the total purchase price of the Inergy Propane Acquisition, goodwill will increase (if higher) or decrease (if lower) by $59,432 in the final purchase price allocation.

Note 15. Reflects pro forma adjustments to depreciation and amortization expense as follows:

	For the six months ended March 24, 2012			For the year ended September 24, 2011
Eliminate historical depreciation and amortization expense of Inergy Propane	$	(35,528	)	$	(74,500	)
Depreciation and amortization expense reflecting preliminary allocation of the purchase price:
Depreciation expense on allocated property, plant and equipment (5 to 40 years)		25,551			53,389
Amortization expense of customer list intangibles (10 years)		18,150			36,300
Amortization expense of non-compete agreement intangibles (5 years)		1,535			550
Amortization expense of tradename intangibles (4 years)		275			3,070
	$	9,983		$	18,809

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Note 16. Reflects pro forma adjustments to interest expense as follows:

	For the six months ended March 24,		For the year ended September 24,
	2012		2011
Interest on SPH Notes	$	37,187	$	74,375
Interest on borrowings under 364-Day Facility		4,375		8,750
Amortization of debt issuance costs		2,868		5,736
	$	44,430	$	88,861

Borrowings under the 364-Day Facility bear interest at prevailing interest rates based upon 3-month LIBOR, which was approximately 0.5% as of July 2, 2012, plus 300 basis points. Accordingly, interest expense on borrowings of $250,000 for the full term of the facility would approximate $8,750 using an interest rate of 3.5%. If the 3-month LIBOR increased or decreased by 12.5 basis points from the rate as of July 2, 2012, interest expense would increase or decrease by $313.

10