8-K

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 19, 2012 (July 19, 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 1.01 Entry into a Material Definitive Agreement.

On July 19, 2012, Inergy, L.P., a Delaware limited partnership (“Inergy”), Inergy GP, LLC, a Delaware limited liability company, Inergy Sales & Service, Inc., a Delaware corporation, and Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban”), entered into an amendment (“Amendment No. 3”) to the parties’ Contribution Agreement dated April 25, 2012 (the “Contribution Agreement”), as amended by the Amendment to Contribution Agreement dated June 15, 2012 and as further amended by the Second Amendment to Contribution Agreement dated July 6, 2012, pursuant to which Inergy agreed to contribute its retail propane business to Suburban. Amendment No. 3 provides that up to approximately $87.1 million (subject to adjustment in connection with the completion of Suburban’s exchange offers for certain of Inergy’s outstanding senior unsecured notes) of the cash consideration to be delivered by Suburban to Inergy pursuant to the Contribution Agreement shall be effected and satisfied by Suburban delivering, or causing to be delivered, to Inergy up to 2,048,282 additional Suburban common units (the “Additional Units”). Any Additional Units issued pursuant to the preceding sentence will be issued and registered in connection with a registration statement on Form S-1 filed by Suburban. Amendment No. 3 also provides that Inergy will distribute ninety-nine percent (99%) of any and all Additional Units to its unitholders and will retain one percent (1%) of any and all Additional Units.

The foregoing description of Amendment No. 3 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 3 that is attached hereto as Exhibit 2.1 and incorporated by reference into this Item 1.01.

Item 7.01 Regulation FD Disclosure.

The consummation of the transactions contemplated by the Contribution Agreement is conditioned upon, among other things, the receipt of required governmental consents, approvals, orders and authorizations, including the expiration or termination of the applicable waiting period under Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Inergy and Suburban filed the required antitrust documents relating to Inergy’s contribution of its retail propane business to Suburban under the HSR Act with the Federal Trade Commission (“FTC”) and the Department of Justice. On June 15, 2012, Inergy and Suburban received notification that the FTC granted early termination of the waiting period under the HSR Act.

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
2.1	Third Amendment to Contribution Agreement, dated July 19, 2012, by and among Inergy, L.P., Inergy GP, LLC, Inergy Sales & Service, Inc. and Suburban Propane Partners, L.P.

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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 19, 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
2.1	Third Amendment to Contribution Agreement, dated July 19, 2012, by and among Inergy, L.P., Inergy GP, LLC, Inergy Sales & Service, Inc. and Suburban Propane Partners, L.P.

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EX-2.1

Exhibit 2.1

THIRD AMENDMENT

TO

CONTRIBUTION AGREEMENT

JULY 19, 2012

This Third Amendment (this “Third Amendment”), effective as of the date hereof, to the Contribution Agreement dated as of April 25, 2012, as amended on June 15, 2012 and July 6, 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, the Parties desire to amend the Contribution Agreement pursuant to Sections 5.14(b) and 10.1 thereof to memorialize their agreement to permit the Acquirer to use a combination of cash and equity for payment for the Cash Consideration in accordance with the terms and conditions set forth herein;

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

1. Section 2.4(b)(v) shall be replaced in its entirety as follows:

(v) Cash Consideration. The Cash Consideration; provided, that the payment of the portion of the Cash Consideration represented by the Exchange Offer Cash Consideration, if any, shall be effected and satisfied by Acquirer delivering, or causing to be delivered, the Additional Equity Consideration but only to the extent that the aggregate value of such Additional Equity Consideration is equal to the amount of the Exchange Offer Cash Consideration.

2. The second sentence of Section 5.22(b) shall be replaced in its entirety as follows:

“Effective as of 12:01 am Eastern time on the Contribution Closing Date (or, with respect to Transferred Leave Employees, the date such employee returns to active service), each Propane Group Employee and Transferred Leave Employee shall be eligible to participate in the employee benefit plans provided by Acquirer and its Affiliates (the “Suburban Benefit Plans”) on the same terms and conditions as similarly situated employees of Acquirer and its Affiliates.”

3. The following definitions shall be added to Exhibit A to the Contribution Agreement:

“Additional Equity Consideration” means a number of Suburban Common Units derived by dividing (a) the Exchange Offer Cash Consideration by (b) $42.50, rounded to the nearest whole Suburban Common Unit; provided that the aggregate number of such additional Suburban Common Units shall not exceed 2,048,282.

“Exchange Offer Cash Consideration” means $200,000,000 less the Exchange Offer Cash Adjustment.

“Initial Equity Consideration” means a number of Suburban Common Units derived by dividing (a) $600,000,000 by (b) the Issue Price, rounded to the nearest whole Suburban Common Unit.

4. The following definitions contained in Exhibit A to the Contribution Agreement shall be replaced in their entirety:

“Cash Consideration” means the Exchange Offer Cash Consideration and the cash adjustments pursuant to Section 2.4(a)(xvi), Section 2.5 and Section 5.4.

“Equity Consideration” means the Initial Equity Consideration plus the Additional Equity Consideration.

“NRGY Retained Units” means a number of Suburban Common Units derived by multiplying the Equity Consideration by one percent (1%), rounded to the nearest whole Suburban Common Unit.

5. This Third Amendment together with the Contribution Agreement supersedes all other agreements among the Parties relating to the matters discussed herein and therein.

6. This Third 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 Third Amendment by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

7. 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.

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

[Signature page follows.]

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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 Third Amendment to Contribution Agreement