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

Rhea-AI Summary

Suburban Propane Partners (NYSE: SPH) announced a proposed private placement of $350,000,000 aggregate principal amount of senior notes due 2035, to be co-issued by Suburban Energy Finance Corp. The company intends to use net proceeds, together with borrowings under its revolving credit facility, to redeem all outstanding $350,000,000 aggregate principal amount of its 5.875% senior notes due 2027. The 2035 Senior Notes would be offered under Rule 144A and Regulation S and are not registered under the Securities Act. There is no assurance the offering will be consummated.

Positive

• $350M proposed 2035 senior note issuance
• Plans to redeem $350M of 5.875% notes due 2027
• Co-issuer structure through Suburban Energy Finance Corp

Negative

• Offering not guaranteed—subject to market conditions
• Notes will be unregistered under the Securities Act (Rule 144A/Reg S)
• Redemption requires borrowings under revolving credit to complete

Key Figures

New senior notes size $350,000,000 Proposed aggregate principal amount of 2035 Senior Notes private offering

Existing notes coupon 5.875% Coupon on senior notes due 2027 to be redeemed

Existing notes principal $350,000,000 Aggregate principal of 5.875% senior notes due 2027 targeted for redemption

New maturity year 2035 Maturity of proposed 2035 Senior Notes

Old maturity year 2027 Maturity of existing 5.875% senior notes to be redeemed

Customers served 1 million Approximate residential, commercial, governmental, industrial and agricultural customers

Locations 750 locations Operational footprint across the United States

States served 42 states Geographic coverage of Suburban Propane’s operations

Market Reality Check

$19.30 Last Close

Volume Volume 109,705 vs 20-day average 129,830 (relative volume 0.84). normal

Technical Price $19.30 is trading slightly above 200-day MA of $19.14, about 13% below 52-week high $22.24.

Peers on Argus

SPH was modestly higher pre-news (+0.31%) while key peers showed mixed, mostly small moves (e.g., OPAL +1.54%, ARIS , MDU -0.72%). No scanner-flagged sector momentum.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 02	Community initiative	Positive	-2.5%	Reported results of 2025 SuburbanCares community and volunteer initiatives.
Nov 26	Annual report filing	Neutral	+0.4%	Filed and posted Form 10-K for fiscal year ended September 27, 2025.
Nov 13	Earnings results	Positive	+1.7%	Reported higher net income, Adjusted EBITDA and propane volumes for FY 2025.
Oct 23	Distribution declaration	Positive	+0.3%	Declared quarterly cash distribution of <b>$0.325</b> per common unit.
Oct 22	Earnings call notice	Neutral	+0.3%	Announced timing and access details for fiscal 2025 results conference call.

Pattern Detected

Across the last five items, SPH’s price generally moved in the same direction as the tone of news, with one divergence on a community-impact release.

Recent Company History

This announcement fits into an active period for Suburban Propane. Recent items include community-impact reporting on Dec 2, 2025 that saw a -2.51% move, a Form 10-K posting on Nov 26, 2025, and strong FY 2025 results on Nov 13, 2025 with net income of $106.6M and Adjusted EBITDA of $278.0M, which coincided with a +1.66% reaction. A quarterly distribution declaration on Oct 23, 2025 and a results call notice on Oct 22, 2025 also saw small positive moves. Today’s proposed senior notes offering relates to the balance sheet side rather than operations or community initiatives.

Market Pulse Summary

This announcement details a proposed private offering of $350,000,000 senior notes due 2035, with proceeds, alongside revolving credit borrowings, intended to redeem the existing $350,000,000 5.875% notes due 2027. It follows a period of solid FY 2025 results and ongoing capital markets activity. Key factors to watch include whether the transaction is completed, the ultimate interest rate and covenants on the new notes, and how this refinancing interacts with the partnership’s broader leverage and distribution strategy.

Key Terms

senior notes financial

"to offer $350,000,000 aggregate principal amount of 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

"in a private placement not registered under the Securities Act of 1933"

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.

Rule 144A regulatory

"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

"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.

qualified institutional buyers financial

"in the United States to persons reasonably believed to be qualified institutional buyers"

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.

U.S. persons regulatory

"outside the United States to persons other than "U.S. persons" in compliance"

"U.S. persons" are individuals or entities considered to be based in or subject to the laws of the United States. This includes U.S. citizens, residents, and certain organizations or businesses registered or organized under U.S. law. Recognizing who qualifies as a U.S. person is important for investors because it determines which rules, regulations, and tax obligations apply to them when dealing with financial transactions or investments across borders.

master limited partnership financial

"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 that it intends, subject to market conditions, to offer $350,000,000 aggregate principal amount of 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"). Suburban Energy Finance Corp., a wholly owned direct subsidiary of Suburban Propane (together with Suburban Propane, the "Issuers"), will serve as the co-issuer of the 2035 Senior Notes. 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. There can be no assurance that the issuance and sale of any debt securities of the Issuers will be consummated.

The 2035 Senior Notes will be 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 will be 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 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.

 

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SOURCE Suburban Propane Partners, L.P.

FAQ

What amount of debt is Suburban Propane (SPH) proposing to issue on December 8, 2025?

Suburban Propane is proposing a private placement of $350,000,000 aggregate principal amount of senior notes due 2035.

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

The net proceeds, together with borrowings under its revolving credit facility, are intended to redeem all $350,000,000 of the Issuers' 5.875% senior notes due 2027.

Will the 2035 senior notes from Suburban Propane (SPH) be registered with the SEC?

No; the 2035 Senior Notes will not be registered under the Securities Act and will be offered only under Rule 144A in the U.S. and Regulation S outside the U.S.

Is the Suburban Propane (SPH) 2035 note offering guaranteed to happen?

No; the press release states there can be no assurance that the issuance and sale of any debt securities will be consummated.

Who will co-issue the new 2035 senior notes with Suburban Propane (SPH)?

Suburban Energy Finance Corp., a wholly owned direct subsidiary, will serve as co-issuer of the 2035 Senior Notes.