Suburban Propane Partners, L.P. (NYSE:SPH) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Supplemental Indenture

On February7, 2017, as previously announced, Suburban Propane
Partners, L.P. (Suburban Propane), Suburban Energy Finance Corp.
(together with Suburban Propane, Suburban) and Suburban Propane,
L.P. entered into an underwriting agreement with Wells Fargo
Securities, LLC, as representative of the several underwriters
named therein (the Underwriters), to which Suburban sold
$350,000,000 aggregate principal amount of 5.875% senior notes
due March1, 2027 (the 2027 Notes).

On February14, 2017, the 2027 Notes were issued under an
indenture for senior debt securities (the Base Indenture) with
The Bank of New York Mellon, as trustee (the Trustee), as
supplemented by a third supplemental indenture (the 2027 Notes
Supplemental Indenture and, together with the Base Indenture, the
2027 Notes Indenture).

The 2027 Notes will bear interest at a rate of 5.875%per year,
payable semiannually in arrears on March1 and September1 of each
year, commencing on September1, 2017.

The 2027 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
Suburbans existing and future unsecured senior indebtedness. The
2027 Notes will be structurally subordinated to the indebtedness
and other liabilities of all of Suburbans 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 2027 Notes.

The 2027 Notes Indenture contains covenants that, among other
things, limit Suburbans ability and the ability of Suburbans
restricted subsidiaries (as defined in the 2027 Notes Indenture)
to:

These covenants are subject to important limitations and
exceptions that are described in the 2027 Notes Indenture.

The 2027 Notes were offered to a shelf registration statement on
Form S-3 (File Nos. 333-195864 and 333-195864-01), which became
effective upon its filing with the Securities and Exchange
Commission on May12, 2014. A Preliminary Prospectus Supplement
dated February7, 2017 relating to the 2027 Notes and
supplementing the Prospectus was filed with the SEC on February7,
2017, and a final Prospectus Supplement dated February7, 2017,
was filed with the SEC on February8, 2017.

The net proceeds from the sale of the 2027 Notes were estimated
to be approximately $344.0 million (after deducting underwriting
discounts, commissions and estimated expenses). Certain of the
underwriters and their related entities have engaged, and may in
the future engage, in commercial and investment banking
transactions with Suburban in the ordinary course of its
business. Affiliates of certain underwriters are lenders under
Suburbans credit facilities. These underwriters and their related
entities have received, and expect to receive, customary
compensation and expense reimbursement for these commercial and
investment banking transactions.

The description of the 2027 Notes Indenture in this Form 8-K is a
summary and is qualified in its entirety by the terms of the 2027
Notes Supplemental Indenture. A copy of the 2027 Notes
Supplemental Indenture is attached hereto as Exhibit 4.1 and
incorporated herein by reference. The form of 2027 Notes issued
to the 2027 Notes Supplemental Indenture is included as Annex A
to the 2027 Notes Supplemental Indenture and incorporated herein
by reference.

Effective as of February14, 2017, the indenture dated as of
August1, 2012, as amended by the first supplemental indenture
dated as of May23, 2014 (the 2021 Notes Indenture), among
Suburban and the Trustee governing Suburbans 7.375% senior notes
due 2021 (the 2021 Notes) has been satisfied and discharged in
accordance with the terms of the 2021 Notes Indenture. Using the
net proceeds from the sale of the 2027 Notes, together with
borrowings under its existing revolving credit facility, Suburban
caused to be paid: (i)approximately $261.8 million to holders of
the 2021 Notes that tendered their 2021 Notes to the previously
announced cash tender offer (the Offer) as of 5:00 P.M., New York
City time, on February13, 2017 (the Expiration Time), consisting
of (1)$261.1 million of base tender offer consideration for the
$250.7 million aggregate principal amount of 2021 Notes tendered
(excluding $6.6 million aggregate principal amount of 2021 Notes
that remain subject to guaranteed delivery procedures to the
Offer); and (2)$0.7 million of accrued and unpaid interest on
such tendered 2021 Notes; and (ii)approximately $99.9 million to
the Trustee of the 2021 Notes Indenture in connection with the
satisfaction and discharge of the remaining 2021 Notes. The
amount deposited with the Trustee represents sufficient funds to
pay holders of tendered 2021 Notes subsequently delivered in
accordance with the guaranteed delivery procedures to the Offer
and to redeem, on the redemption date of March16, 2017, any and
all of the other 2021 Notes that were not tendered and validly
accepted prior to the Expiration Time or that were tendered and
validly withdrawn prior to the Expiration Time. With respect to
2021 Notes that are tendered, validly accepted for purchase and
subsequently delivered in accordance with the guaranteed delivery
procedures to the Offer, holders of those 2021 Notes will receive
payment of the base tender offer consideration on February16,
2017, plus accrued and unpaid interest to, but not including,
February14, 2017, the payment date for the other 2021 Notes
tendered and validly accepted in the Offer.

The information contained in Item1.01 of this Form 8-K is
incorporated herein by reference.

The 2027 Notes Indenture contains a covenant that, among other
things, restricts Suburbans ability to pay dividends or
distributions or redeem or repurchase capital stock. Information
concerning the 2027 Notes Indenture is set forth in Item1.01,
which information hereby is incorporated by reference into this
Item3.03.

On February14, 2017, Suburban issued a press release announcing
the completion of the offering of the 2027 Notes, the completion
of the Offer and the redemption of the remaining 2021 Notes, a
copy of which is attached hereto as Exhibit 99.1 and hereby is
incorporated by reference.

(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 -0.89 at 28.74 with 357,103 shares trading hands.