U.S. 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): May 17, 2013
SUBURBAN PROPANE PARTNERS, L.P.
(Name of registrant as specified in its charter)
| Delaware | 1-14222 | 22-3410353 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| One Suburban Plaza, 240 Route 10 West, Whippany, NJ |
07981 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (973) 887-5300
Not Applicable
(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:
| ¨ | 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 8.01 Other Events.
On May 20, 2013, Suburban Propane Partners, L.P. (the “Company”) issued a press release announcing the closing of an underwritten public equity offering (the “Offering”) on May 17, 2013. This press release also announced the underwriters’ full exercise of their option to purchase additional common units representing limited partner interests in the Company in connection with the Offering. A copy of this press release is attached as Exhibits 99.1 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release issued by Suburban Propane Partners, L.P. related to the closing of the offering and exercise of underwriters’ option to purchase additional common units on May 17, 2013 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 20, 2013
| SUBURBAN PROPANE PARTNERS, L.P. | ||
| /s/ Michael A. Stivala | ||
| Name: Michael A. Stivala | ||
| Title: Chief Financial Officer | ||
3
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Suburban Propane Partners, L.P. related to the closing of the offering and exercise of underwriters’ option to purchase additional common units on May 17, 2013 | |
4
Exhibit 99.1
FOR IMMEDIATE RELEASE
Suburban Propane Partners, L.P. Announces Closing of Public Offering of Common Units
and Full Exercise of Underwriters’ Option
WHIPPANY, N.J., May 20, 2013 /PRNewswire/ — Suburban Propane Partners, L.P. (NYSE: SPH) (“Suburban”), 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 its underwritten public offering of 2,700,000 common units representing limited partner interests in Suburban closed on May 17, 2013 (the “Initial Closing Date”). The offering was priced at $48.16 per common unit (the “Offering Price”). Wells Fargo Securities, BofA Merrill Lynch, Citigroup, J.P. Morgan, Raymond James, Credit Suisse, Deutsche Bank Securities and Goldman, Sachs & Co. acted as joint book-running managers of the offering.
On the Initial Closing Date, Suburban received approximately $124.6 million of net proceeds from the offering (after deducting underwriting discounts and commissions and other estimated offering expenses). On May 17, 2013, the underwriters gave notice of the exercise, in full, of their option to purchase from Suburban an additional 405,000 common units representing limited partner interests in Suburban at the Offering Price. Suburban will receive approximately $18.8 million of net proceeds from the underwriters’ exercise of their option to purchase additional common units (after deducting underwriting discounts and commissions and other estimated offering expenses) upon the delivery of the additional common units, which is expected to occur on May 22, 2013, subject to customary closing conditions.
Suburban intends to use the net proceeds from this offering, including net proceeds from the exercise by the underwriters of their option to purchase additional common units, to repay outstanding senior unsecured indebtedness with an aggregate principal amount of up to $135 million, and any remainder for working capital and general partnership purposes. Contingent upon and subsequent to closing of this offering, we expect to effect an optional redemption of a portion of our 7.375% Senior Notes due 2021 (the “2021 Senior Notes”) with an aggregate principal amount of up to $135 million in accordance with, and subject to, the applicable provisions of the indenture governing such senior notes. Such indenture provides for payment of a premium of 7.375% of such principal amount.
An electronic copy of the prospectus supplement and the accompanying base prospectus may be obtained at no charge on the website for the Securities and Exchange Commission (the “SEC”) at http://www.sec.gov/Archives/edgar/data/1005210/000119312513219755/d537281d424b5.htm.
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, and is headquartered in Whippany, New Jersey. Suburban serves the energy needs of its residential, commercial, industrial and agricultural customers in 41 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 Suburban. 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 SEC.
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.
SOURCE:
Suburban Propane Partners, L.P., Michael Stivala, Chief Financial Officer, (973) 503-9252
* * *