Suburban Propane Partners, L.P. Announces Pricing of Private Offering of Senior Notes

Rhea-AI Summary

Suburban Propane Partners (NYSE:SPH) priced a private offering of $350,000,000 aggregate principal amount of 6.500% senior notes due 2035, expected to close on December 22, 2025. Interest is semi-annual on June 15 and December 15, commencing June 15, 2026. Suburban Energy Finance Corp. is a co-issuer. Net proceeds, together with revolver borrowings, will be used to redeem all outstanding $350,000,000 of 5.875% senior notes due 2027. The notes were sold in a Rule 144A/Reg S private placement and are not registered under the Securities Act.

Positive

• $350M senior notes priced at par
• Maturity extended to Dec 15, 2035 (longer-term financing)
• Proceeds will redeem $350M of 5.875% notes due 2027

Negative

• Coupon increases to 6.500% from 5.875% (up 62.5 bps)
• Debt service timing shifts later but higher annual interest cost

News Market Reaction

-0.88%

1 alert

-0.88% News Effect

On the day this news was published, SPH declined 0.88%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

New notes principal: $350,000,000 Coupon rate: 6.500% per year Redemption price: 106.500% +5 more

8 metrics

New notes principal $350,000,000 Aggregate principal of 6.500% senior notes due 2035

Coupon rate 6.500% per year Interest rate on 2035 Senior Notes

Redemption price 106.500% Redemption price for up to 35% of notes before Dec 15, 2028

Maturity date December 15, 2035 Maturity of 2035 Senior Notes

First interest payment June 15, 2026 Semi-annual interest payments commence

Existing notes redeemed $350,000,000 Aggregate principal of 5.875% senior notes due 2027 to be redeemed

Existing coupon 5.875% Coupon on senior notes due 2027 being redeemed

Redemption window Up to 35% before Dec 15, 2028 Portion of 2035 notes redeemable with equity offering proceeds

Market Reality Check

Price: $20.01 Vol: Volume 107,266 is at 0.83...

normal vol

$20.01 Last Close

Volume Volume 107,266 is at 0.83x its 20-day average normal

Technical Price $19.24 is slightly above 200-day MA at $19.14

Peers on Argus

SPH was up 0.31% while key peers were mixed: NWN -0.24%, OPAL -4.18%, CTRI -0.12...

SPH was up 0.31% while key peers were mixed: NWN -0.24%, OPAL -4.18%, CTRI -0.12%, ARIS +1.72%, MDU -0.31%, indicating stock-specific dynamics around the notes offering.

Historical Context

5 past events · Latest: Dec 02 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Community initiative	Positive	-2.5%	Update on 2025 SuburbanCares volunteer efforts across multiple communities.
Nov 26	Annual report filing	Neutral	+0.4%	Form 10-K filed and made available to investors on company website.
Nov 13	Earnings results	Positive	+1.7%	Fiscal 2025 results with higher net income and Adjusted EBITDA and acquisitions.
Oct 23	Distribution declaration	Neutral	+0.3%	Announced quarterly cash distribution and timing for unitholders of record.
Oct 22	Earnings call notice	Neutral	+0.3%	Scheduled full-year and Q4 results conference call and access details.

Pattern Detected

Recent news flows have generally produced modest price moves, with financial results drawing small gains and community or corporate updates sometimes seeing softer or negative reactions.

Recent Company History

Over the last few months, Suburban Propane has released several operational and corporate updates. Fiscal 2025 results on Nov 13 showed higher net income and Adjusted EBITDA and saw a mild +1.66% reaction. Routine disclosures like the 10-K filing and distribution declaration around late October and November produced small positive moves. A community-focused SuburbanCares update on Dec 02 coincided with a -2.51% move. Today’s senior notes pricing fits into this sequence of balance sheet and corporate communications.

Market Pulse Summary

This announcement details the pricing of $350,000,000 of 6.500% senior notes due 2035 and an intenti...

Analysis

This announcement details the pricing of $350,000,000 of 6.500% senior notes due 2035 and an intention to redeem an equal amount of 5.875% notes due 2027, using note proceeds plus revolver borrowings. It adds to recent operational and reporting updates without changing the business profile. Investors may focus on the final closing on December 22, 2025 and future disclosures on debt structure and liquidity.

Key Terms

senior notes, private placement, qualified institutional buyers, Rule 144A, +3 more

7 terms

senior notes financial

"announced today the pricing of its offering of $350,000,000 aggregate principal amount of 6.500% senior notes due 2035"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

private placement financial

"senior notes due 2035 (the "2035 Senior Notes") in a private placement not registered under the Securities Act"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

qualified institutional buyers financial

"offered only (1) in the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"qualified institutional buyers in reliance on Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"outside the United States to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

make whole premium financial

"prior to December 15, 2030, Suburban Propane may redeem the 2035 Senior Notes at a "make whole" premium plus accrued"

A make whole premium is a one-time payment an issuer must give bondholders when it repays a bond before its scheduled maturity to compensate for lost future interest; think of it as paying the remaining expected interest in today’s dollars so investors are ‘made whole.’ For investors, it matters because it protects expected returns on callable or early-redeemable debt and affects the effective yield and price sensitivity of those bonds.

master limited partnership financial

"Suburban Propane Partners, L.P. ("Suburban Propane") is a publicly traded master limited partnership listed on the New York Stock Exchange"

A master limited partnership is a type of business structure that combines features of a corporation and a partnership, allowing it to raise money from investors while passing profits directly to them. Think of it as a shared ownership group that offers regular income, making it attractive to investors seeking steady cash flow. This structure is often used by companies involved in natural resources or energy, where consistent revenue is common.

AI-generated analysis. Not financial advice.

WHIPPANY, N.J., Dec. 8, 2025 /PRNewswire/ -- Suburban Propane Partners, L.P. (NYSE:SPH) ("Suburban Propane"), announced today the pricing of its offering of $350,000,000 aggregate principal amount of 6.500% senior notes due 2035 (the "2035 Senior Notes") in a private placement not registered under the Securities Act of 1933, as amended (the "Securities Act"), at par. Suburban Energy Finance Corp., a wholly-owned direct subsidiary of Suburban Propane (together with Suburban Propane, the "Issuers"), is the co-issuer of the 2035 Senior Notes.  The sale of the 2035 Senior Notes is expected to close on December 22, 2025, subject to customary closing conditions.

The 2035 Senior Notes will bear interest at a rate of 6.500% per year and mature on December 15, 2035.  Interest on the notes will be payable semi-annually on June 15 and December 15 of each year, commencing June 15, 2026. Before December 15, 2028, Suburban Propane may redeem up to 35% of the aggregate principal amount of outstanding 2035 Senior Notes with the net proceeds from certain offerings of its common units at a redemption price equal to 106.500% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date. On or after December 15, 2030, Suburban Propane may redeem the 2035 Senior Notes subject to applicable redemption premiums.  In addition, prior to December 15, 2030, Suburban Propane may redeem the 2035 Senior Notes at a "make whole" premium plus accrued and unpaid interest.

Suburban Propane intends to use the net proceeds from the offering, together with borrowings under its revolving credit facility, to redeem all the outstanding $350,000,000 aggregate principal amount of the Issuers' 5.875% senior notes due 2027.

The 2035 Senior Notes are being offered only (1) in the United States to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act; and (2) outside the United States to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. The 2035 Senior Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the benefit of U.S. persons, except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities. Any offers of the 2035 Senior Notes are being made only by means of a private offering memorandum.

About Suburban Propane Partners, L.P.

Suburban Propane Partners, L.P. ("Suburban Propane") is a publicly traded master limited partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban Propane has been in the customer service business since 1928 and is a nationwide distributor of propane, renewable propane, renewable natural gas, fuel oil and related products and services, as well as a marketer of natural gas and electricity and producer of and investor in low carbon fuel alternatives, servicing the energy needs of approximately 1 million residential, commercial, governmental, industrial and agricultural customers through approximately 750 locations across 42 states.

Suburban Propane is supported by three core pillars: (1) Suburban Commitment to Excellence—showcasing Suburban Propane's almost 100-year legacy, and ongoing commitment to the highest standards for safety, dependability, flexibility, and reliability that underscores Suburban Propane's commitment to excellence in customer service; (2) SuburbanCares—highlighting continued dedication to giving back to local communities across Suburban Propane's national footprint; and (3) Go Green with Suburban Propane—promoting propane and renewable propane as versatile, low-carbon energy solutions and investing in the next generation of innovative, renewable energy alternatives.

For additional information on Suburban Propane, please visit www.suburbanpropane.com.

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 Propane 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 Propane'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 Propane undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

View original content to download multimedia:https://www.prnewswire.com/news-releases/suburban-propane-partners-lp-announces-pricing-of-private-offering-of-senior-notes-302635838.html

SOURCE Suburban Propane Partners, L.P.

FAQ

What did Suburban Propane (SPH) announce on December 8, 2025 about new senior notes?

Suburban Propane priced $350,000,000 of 6.500% senior notes due Dec 15, 2035, expected to close Dec 22, 2025.

How will Suburban Propane (SPH) use proceeds from the 2035 senior notes?

Net proceeds, together with borrowings under its revolving credit facility, will redeem all outstanding $350,000,000 of 5.875% senior notes due 2027.

When will interest payments start on Suburban Propane's (SPH) 6.500% notes due 2035?

Interest is payable semi-annually on June 15 and December 15, commencing June 15, 2026.

Are Suburban Propane's (SPH) 2035 senior notes registered under the Securities Act?

No; the 2035 senior notes were issued in a private placement under Rule 144A and Regulation S and are not registered under the Securities Act.

Can Suburban Propane (SPH) redeem the 2035 notes early and under what terms?

Before Dec 15, 2028, up to 35% may be redeemed with equity proceeds at 106.500% of principal; other redemption rights apply starting Dec 15, 2030, and there is a pre-2030 make-whole option.