Suburban Propane Partners L.P. filed SEC Form 8-K: Entry into a Material Definitive Agreement
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 20, 2025, Suburban Propane Partners, L.P. (the “Partnership”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., and Evercore Group L.L.C., each acting as a sales agent and/or principal (each, an “Agent,” and collectively, the “Agents”). Pursuant to the terms of the Equity Distribution Agreement, the Partnership may issue and sell from time to time, through the Agents, the Partnership’s common units representing limited partner interests in the Partnership (the “Common Units”) having an aggregate offering amount of up to $100 million. The Agents will use their commercially reasonable efforts, as the sales agents and subject to the terms of the Equity Distribution Agreement, to sell the Common Units offered. Sales of the Common Units, if any, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the New York Stock Exchange. The Partnership may also agree to sell Common Units to the Agents as principal for their own account on terms agreed to by the Partnership and the Agents. Each Agent will be entitled to a commission from the Partnership of up to 1.5% of the gross sales price per Common Unit sold under the Equity Distribution Agreement by such Agent acting as the Partnership’s sales agent, with the exact amount to be agreed to by the Partnership. The Partnership intends to use any net proceeds from the offering to fund potential acquisitions and for general limited partnership purposes.
The Partnership has filed a registration statement (the “Registration Statement”) on Form S-3 (File No. 333-284853) with the Securities and Exchange Commission (the “SEC”) to register the offer and sale of the Common Units pursuant to the Equity Distribution Agreement under the Securities Act. The Registration Statement was declared effective by the SEC on February 20, 2025.
The Equity Distribution Agreement contains customary representations, warranties, and agreements of the Partnership and the Agents, indemnification rights and obligations of the parties and termination provisions. The Equity Distribution Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the Equity Distribution Agreement in this Item 1.01 is qualified in its entirety by reference to such exhibit.
The Agents have provided, and may in the future provide, various investment banking, commercial banking, financial advisory and other services to the Partnership and its affiliates for which services they have received, and may in the future receive, customary fees. In the course of its business, the Agents may actively trade the Partnership’s securities for their own account or for the accounts of customers, and, accordingly, the Agents may at any time hold long or short positions in such securities.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Equity Distribution Agreement, dated as of February 20, 2025, between Suburban Propane Partners, L.P. and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, BofA Securities, Inc., and Evercore Group L.L.C. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101) | |
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. | ||||||
| (Registrant) | ||||||
| By: | /s/ Michael A. Kuglin | |||||
| Date: February 21, 2025 | Michael A. Kuglin | |||||
| Chief Financial Officer | ||||||