SUBURBAN PROPANE PARTNERS, L.P. (NYSE:SPH) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 1, 2017, Suburban Propane Partners, L.P. (the Partnership)
and Suburban Propane, L.P., a wholly-owned subsidiary of the
Partnership (the Operating Partnership), entered into the First
Amendment (the Amendment) to the Second Amended and Restated
Credit Agreement, dated as of March 3, 2016 (the Credit
Agreement), with Bank of America, N.A., as Administrative Agent,
Swing Line Lender and L/C Issuer and the other lenders named
therein (collectively, the Lenders).

The following summary does not purport to be a complete summary
of the Amendment and is qualified in its entirety by reference to
the Amendment, a copy of which is filed herewith as Exhibit 10.1
and is incorporated by reference herein. Terms used, but not
defined, in this Form 8-K have the meanings set forth in the
Amendment.

The Amendment, among other things, provides for certain
modifications to the terms of the Credit Agreement, including the
following: (i) to amend the definition of Applicable Rate to add
an additional pricing level of 3.00% for Eurodollar Rate Loans
and Letter of Credit Fees, 2.00% for Base Rate Loans and 0.500%
for Commitment Fee, which will be applicable when the Total
Consolidated Leverage Ratio (as defined in the Credit Agreement)
exceeds 5.50:1.00 at the end of the applicable measuring period
and (ii) to amend the maximum permitted Total Consolidated
Leverage Ratio from 5.50:1.00 at the end of any fiscal quarter to
5.95:1.00 for each fiscal quarter ending in the months of June,
September and December 2017, and March and June 2018, 5.75:1.00
for the fiscal quarter ending in the month of September 2018, and
5.50:1.00 for the fiscal quarter ending in the month of December
2018 and for each fiscal quarter thereafter.

ITEM 2.02.RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information, including Exhibit 99.1 attached
hereto, shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the Exchange
Act), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.

On May 4, 2017, the Partnership issued a press release (the Press
Release) describing its Fiscal 2017 Second Quarter Financial
Results.A copy of the Press Release has been furnished as Exhibit
99.1 to this Current Report.

Within the Press Release, we reference net income before
deducting interest expense, income taxes, depreciation and
amortization (EBITDA) which is considered a non-GAAP financial
measure.Additionally, we discuss EBITDA excluding the unrealized
net gain or loss from mark-to-market activity for derivative
instruments and certain other items (Adjusted EBITDA).Our
calculations of EBITDA and Adjusted EBITDA are presented in the
Press Release furnished as Exhibit 99.1 to this Current Report.

We provide these non-GAAP financial measures because we believe
that they provide the investment community with supplemental
measures of operating performance.In addition, we believe that
these non-GAAP financial measures provide useful information to
investors and industry analysts to evaluate our operating
results.

We also reference gross margins, computed as revenues less cost
of products sold as those amounts are reported on the
consolidated financial statements.Since cost of products sold
does not include depreciation and amortization expense, the gross
margin we reference is considered a non-GAAP financial
measure.Given the nature of our business, the level of
profitability in the retail propane, fuel oil, and natural gas
and electricity businesses is largely dependent on the difference
between retail sales price and product cost.Therefore, we discuss
gross margins in order to provide investors and industry analysts
with useful information to facilitate their understanding of the
impact of the commodity prices on profitability.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

About SUBURBAN PROPANE PARTNERS, L.P. (NYSE:SPH)

Suburban Propane Partners, L.P. is a marketer and distributor of a range of products. The Company specializes in the distribution of propane, fuel oil and refined fuels, as well as the marketing of natural gas and electricity in deregulated markets. The Company’s segments include Propane, Fuel Oil and Refined Fuels, Natural Gas and Electricity, and All Other. In support of its marketing and distribution operations, the Company installs and services a range of home comfort equipment, particularly in the areas of heating and ventilation. The Company conducts its business through Suburban Propane, L.P., which operates its propane business and assets (the Operating Partnership), and its direct and indirect subsidiaries. As of September 24, 2016, it had sold approximately 414.8 million gallons of propane and 30.9 million gallons of fuel oil and refined fuels to retail customers. The Company owns and operates a propane storage facility in Elk Grove, California.

SUBURBAN PROPANE PARTNERS, L.P. (NYSE:SPH) Recent Trading Information

SUBURBAN PROPANE PARTNERS, L.P. (NYSE:SPH) closed its last trading session down -0.77 at 24.48 with 426,654 shares trading hands.