| Item 1.01 |
Entry into a Material Definitive Agreement. |
On December 22, 2025, Suburban Propane Partners, L.P. (“Suburban Propane”) and Suburban Energy Finance Corp. (together with Suburban Propane, “Suburban”) entered into an indenture (the “2035 Senior Notes Indenture”) with The Bank of New York Mellon, as trustee (the “Trustee”), in connection with the previously announced offering of $350,000,000 aggregate principal amount of Suburban’s 6.500% Senior Notes due 2035 (the “2035 Senior Notes”).
The 2035 Senior Notes will bear interest at a rate of 6.500% per year, payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2026.
The 2035 Senior Notes will be unsecured, senior obligations and rank senior in right of payment to any future subordinated indebtedness and pari passu in right of payment to all of Suburban’s existing and future unsecured senior indebtedness. The 2035 Senior Notes will be structurally subordinated to the indebtedness and other liabilities of all of Suburban’s subsidiaries, including the indebtedness and other liabilities of its operating partnership, Suburban Propane L.P., and its subsidiaries, so long as such subsidiaries do not guarantee the 2035 Senior Notes.
The 2035 Senior Notes Indenture contains covenants that, among other things, limit Suburban’s ability and the ability of Suburban’s restricted subsidiaries (as defined in the 2035 Senior Notes Indenture) to:
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incur additional debt or issue preferred stock; |
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pay dividends or make other distributions on, redeem or repurchase Suburban’s capital stock; |
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make investments or other restricted payments; |
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enter into transactions with affiliates; |
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sell, transfer or issue shares of capital stock of restricted subsidiaries; |
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create liens on their assets; |
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transfer or sell assets; |
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restrict dividends or other payments to Suburban; and |
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effect a consolidation, liquidation or merger. |
These covenants are subject to important limitations and exceptions that are described in the 2035 Senior Notes Indenture.
The offering of the 2035 Senior Notes was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the 2035 Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The 2035 Senior Notes were sold to “qualified institutional buyers” as defined in Rule 144A under the Securities Act, and non-U.S. persons outside the United States under Regulation S under the Securities Act.
The net proceeds of the offering of the 2035 Senior Notes, after deducting estimated offering expenses, was approximately $344.3 million, all of which has been or will be used, together with borrowings under a revolving credit facility, to fund the redemption of all the outstanding 5.875% senior notes due 2027, and to pay related fees and expenses.
The foregoing descriptions of the 2035 Senior Notes Indenture and the 2035 Senior Notes are summaries and are qualified in their entirety by the terms of the 2035 Senior Notes Indenture and the 2035 Senior Notes, copies of which are attached to this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
