Suburban Propane Partners (NYSE: SPH) sells $350M 6.500% 2035 notes, plans 2027 redemption

Rhea-AI Filing Summary

Suburban Propane Partners, L.P. is raising new debt in a private transaction and planning to refinance existing notes. The partnership has priced an offering of $350,000,000 aggregate principal amount of 6.500% senior notes due 2035, to be sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S, with closing expected on December 22, 2025, subject to customary conditions. On the same date, it issued a conditional notice of redemption to redeem all of its 5.875% senior notes due 2027 at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date, if the stated conditions are satisfied.

Insights

Credit & Capital Structure Analyst

Suburban Propane is refinancing 2027 notes with a new 2035 bond issue.

Suburban Propane Partners, L.P. has priced $350,000,000 of 6.500% senior notes due 2035 in a private placement to institutional and non-U.S. investors. The notes are offered under Rule 144A and Regulation S, which means they are not registered under the Securities Act and can only be resold under applicable exemptions.

At the same time, the partnership issued a conditional notice to redeem all of its 5.875% senior notes due 2027 at 100.000% of principal plus accrued and unpaid interest to, but excluding, the redemption date. The redemption is expressly subject to satisfaction of conditions described in the notice, and the offering is expected to close on December 22, 2025, subject to customary closing conditions.

This combination of a new long-dated 2035 bond and a conditional call of 2027 notes indicates an intended extension of debt maturities and a reshaping of the capital structure, though the final impact will depend on closing of the new notes and completion of the redemption on the terms described.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

SUBURBAN PROPANE PARTNERS LP false 0001005210 0001005210 2025-12-08 2025-12-08

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

Date of Report (Date of earliest event reported)

December 8, 2025

Commission File Number: 1-14222

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		22-3410353
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

240 Route 10 West

Whippany, New Jersey 07981

(973) 887-5300

(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
Common Units		SPH		New York Stock Exchange

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 December 8, 2025, Suburban Propane Partners, L.P. (the “Partnership”) issued a press release announcing the pricing of its offering of $350,000,000 aggregate principal amount of 6.500% senior notes due 2035 (the “2035 Notes”), in a private offering to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States under Regulation S under the Securities Act of 1933, as amended. The offering is expected to close on December 22, 2025, subject to customary closing conditions. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The Partnership also announced that on December 8, 2025, it issued a conditional notice of redemption to redeem all its 5.875% senior notes due 2027 (the “2027 Notes”), subject to satisfaction of the conditions set forth therein, for a redemption price equal to 100.000% of the principal amount outstanding, plus accrued and unpaid interest to, but excluding, the redemption date. This Current Report on Form 8-K does not constitute an offer to purchase, a notice of redemption or a solicitation of an offer to purchase any of the 2027 Notes.

The 2035 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.

Neither the press release nor this Current Report on Form 8-K constitutes an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1		Press release of Suburban Propane Partners, L.P. dated December 8, 2025, announcing the pricing of its private offering of 6.500% senior notes due 2035.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 8, 2025		By:		/s/ Michael A. Kuglin
				Name:		Michael A. Kuglin
				Title:		Chief Financial Officer

FAQ

What debt offering did Suburban Propane Partners (SPH) announce?

Suburban Propane Partners announced the pricing of a private offering of $350,000,000 aggregate principal amount of 6.500% senior notes due 2035.

Who can buy the new Suburban Propane Partners 6.500% senior notes due 2035?

The 2035 notes will be sold to qualified institutional buyers under Rule 144A and to certain non-U.S. persons outside the United States under Regulation S.

When is the Suburban Propane Partners 2035 notes offering expected to close?

The offering of the 6.500% senior notes due 2035 is expected to close on December 22, 2025, subject to customary closing conditions.

What did Suburban Propane Partners announce regarding its 5.875% senior notes due 2027?

Suburban Propane Partners issued a conditional notice of redemption to redeem all of its 5.875% senior notes due 2027 at 100.000% of principal plus accrued and unpaid interest, subject to stated conditions.

Will the new Suburban Propane Partners 2035 notes be registered under the Securities Act?

No. The 2035 notes will not be registered under the Securities Act or state securities laws and may only be offered or sold in the United States pursuant to applicable exemptions.

Does this announcement by Suburban Propane Partners constitute an offer to buy or sell securities?

No. The company states that neither the press release nor this current report constitutes an offer to purchase, a notice of redemption, or a solicitation of an offer to buy or sell any securities.