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
July 13, 2012 (July 13, 2012)
Date of Report (Date of earliest event reported)
INERGY, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34664 | 43-1918951 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Two Brush Creek Boulevard, Suite 200
Kansas City, Missouri 64112
(Address of principal executive offices)
(816) 842-8181
(Registrant’s telephone number, including area code)
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 July 13, 2012, Suburban Propane Partners, L.P. (“SPH”) announced that it and Suburban Energy Finance Corp. received requisite tenders and consents in connection with their previously announced offers to exchange and related consent solicitations in connection with certain outstanding notes of Inergy, L.P. The exchange offers remain subject to certain other conditions, including the consummation of the acquisition by SPH of Inergy’s retail propane business pursuant to the previously announced Contribution Agreement.
The foregoing description of SPH’s press release does not purport to be complete and is qualified in its entirety by reference to such press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in, or included as an exhibit to, this Current Report on Form 8-K does not constitute an offer to purchase or exchange any securities or a solicitation of any offer to sell any securities. The exchange offers are being made only pursuant to a confidential offer document and only to persons certifying that (a) they are in the United States and are “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act (that are also “accredited investors” within the meaning of Rule 501 of Regulation D of the Securities Act) or (b)(i) they are outside the United States and are not U.S. persons, who are eligible to acquire securities pursuant to Regulation S and would be participating in any transaction in accordance with Regulation S and (ii) they are “non-U.S. qualified offerees” (as defined in the offer documents).
Forward Looking Statements
Information contained in this Current Report on Form 8-K may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal securities law. Such forward-looking statements may include statements preceded by, followed by or that contain forward-looking terminology, including the words “believe,” “expect,” “may,” “should,” “could,” “anticipate,” “estimate,” “intend” or the negation thereof, or similar expressions. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that are difficult to predict and many of which are beyond management’s control. Among those is the risk that the conditions to closing the Contribution Agreement are not met or that the anticipated benefits from the proposed transactions contemplated by the Contribution Agreement cannot be fully realized. Should one or more of these risks or uncertainties materialize or any underlying assumption proves incorrect, actual results may vary materially from those anticipated, estimated or projected. Among the key factors that could cause actual results to differ materially from those referred to in the forward-looking statements are: weather conditions that vary significantly from historically normal conditions; the general level of petroleum product demand and the availability of propane supplies; the price of propane to the consumer compared to the price of alternative and competing fuels; the demand for high deliverability natural gas storage capacity in the Northeast; Inergy’s ability to successfully implement its business plan; the outcome of rate decisions levied by the Federal Energy Regulatory Commission; Inergy’s ability to generate available cash for distribution to unitholders; and the costs and effects of legal, regulatory and administrative proceedings against, or that may be brought against, Inergy or its subsidiaries. These and other risks and assumptions are described in Inergy’s annual reports on Form 10-K and other reports that are available from the United States Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s view only as of the date made. Inergy undertakes no obligation to update any forward-looking statement, except as otherwise required by law.
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release of Suburban Propane Partners, L.P., dated July 13, 2012 | |
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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.
| INERGY, L.P. | ||||||
| By: | INERGY GP, LLC, its General Partner | |||||
| Date: July 13, 2012 | By: | /s/ Laura L. Ozenberger Laura L. Ozenberger Senior Vice President, General Counsel and Secretary | ||||
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Exhibit Index
| Exhibit Number |
Description | |
| 99.1 | Press Release of Suburban Propane Partners, L.P., dated July 13, 2012 | |
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Exhibit 99.1
Suburban Propane Partners, L.P. Announces Receipt of Requisite Tenders and Consents in
Exchange Offers and Consent Solicitations in Connection with its Planned Acquisition of Inergy,
L.P.’s Retail Propane Operations
Whippany, New Jersey, July 13, 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 received requisite tenders and consents in connection with 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”). Suburban is offering to exchange any and all of the outstanding 7% Senior Notes due 2018 (the “2018 Inergy Notes”) and 6 7/8% Senior Notes due 2021 (the “2021 Inergy Notes” and, 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. Consents were solicited in respect of the indentures of both series of Inergy Notes to approve proposed amendments that would, among other things, (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.
As of 5:00 p.m. New York City time, on July 12, 2012, the consent date for the Exchange Offers and Consent Solicitations, Suburban had received tenders and consents from holders of approximately $580.5 million in aggregate principal amount of the 2018 Inergy Notes, representing approximately 96.75% of the total outstanding principal amount of the 2018 Inergy Notes, and tenders and consents from holders of approximately $532.5 million in aggregate principal amount of the 2021 Inergy Notes, representing approximately 88.75% of the total outstanding principal amount of the 2021 Inergy Notes. As a result, the minimum tender condition has been satisfied with respect to the Exchange Offers and requisite consents have been received for both series of Inergy Notes with respect to the Consent Solicitations.
In accordance with the terms of the Exchange Offers and Consent Solicitations, in light of the principal amount of Inergy Notes tendered with consents prior to the consent date, the cash consent payment payable to holders who tendered Inergy Notes with consents prior to the consent date is equal to $58.40 per $1,000 principal amount of such Inergy Notes. Inergy Notes tendered after the consent date and prior to the expiration of the Exchange Offers will not be eligible to receive the cash consent payment.
The Exchange Offers are scheduled to expire at 11:59 p.m., New York City time, on July 26, 2012, unless extended or terminated.
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. Satisfaction of the minimum tender condition is one of the conditions precedent to the consummation of the acquisition.
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.
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