0001193125-12-457563.txt : 20121226 0001193125-12-457563.hdr.sgml : 20121226 20121107163437 ACCESSION NUMBER: 0001193125-12-457563 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUBURBAN ENERGY FINANCE CORP CENTRAL INDEX KEY: 0001282395 IRS NUMBER: 200436100 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 240 ROUTE 10 WEST CITY: WHIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 9738875300 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUBURBAN PROPANE PARTNERS LP CENTRAL INDEX KEY: 0001005210 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 223410353 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: P O BOX 206 STREET 2: 240 ROUTE 10 WEST CITY: WIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 9738875300 MAIL ADDRESS: STREET 1: ONE SUBURBAN PLZ STREET 2: 240 RTE 10 WEST CITY: WHIPPANY STATE: NJ ZIP: 07981 CORRESP 1 filename1.htm Acceleration Request

SUBURBAN PROPANE PARTNERS, L.P.

SUBURBAN ENERGY FINANCE CORP.

240 Route 10 West

Whippany, New Jersey 07981

November 7, 2012

VIA ELECTRONIC TRANSMISSION

Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Suburban Propane Partners, L.P.
     Suburban Energy Finance Corp.
     Registration Statement on Form S-4
     Filed September 19, 2012
     File No. 333-183987

Dear Ms. Ransom:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Suburban Propane Partners, L.P. (“Suburban”) and Suburban Energy Finance Corp. (“Suburban Finance”, and together with Suburban, the “Company”) hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-183987 (the “Registration Statement”) so that it may become effective at 12:00 noon Eastern Time on Tuesday, November 13, 2012, or as soon thereafter as practicable.

The Company hereby acknowledges that:

(a) should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(b) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

(c) it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of such effectiveness by a telephone call to Charles E. Dropkin, Esq., an attorney with the Company’s outside legal counsel, Proskauer Rose LLP, at (212) 969-3535.

SUBURBAN PROPANE PARTNERS, L.P.
By:  

/s/ Paul Abel

  Name:Paul Abel
  Title: Vice President, General Counsel & Secretary
SUBURBAN ENERGY FINANCE CORP.
By:  

/s/ Paul Abel

  Name: Paul Abel
  Title: Secretary