UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) |
(IRS Employer Identification No.) |
(Registrant’s telephone number, including area code) |
N/A
(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):
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. |
On May 10, 2021, Suburban Propane Partners, L.P. (“Suburban”) issued a press release announcing that it, together with Suburban Energy Finance Corp., a wholly-owned subsidiary, had commenced a cash tender offer and consent solicitation for any and all of (i) the $525,000,000 aggregate principal amount of their 5.50% Senior Notes due 2024 (the “2024 Senior Notes”) and (ii) the $250,000,000 aggregate principal amount of their 5.750% Senior Notes due 2025 (the “2025 Senior Notes,” and together with the 2024 Senior Notes, the “Notes”).
A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
On May 10, 2021, Suburban issued a press release announcing the commencement of its offering of $650,000,000 aggregate principal amount of senior notes due 2031 (the “2031 Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
As permitted by Rule 135c under the Securities Act, the press release is being furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The 2031 Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits: |
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: May 10, 2021 | By: | /s/ MICHAEL A. KUGLIN | ||||
Name: | Michael A. Kuglin | |||||
Title: | Chief Financial Officer and Chief Accounting Officer |