SEC Form 8-K filed by Suburban Propane Partners L.P.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 | |||||