SUBURBAN PROPANE PARTNERS LP 8-K

What Happened
On December 22, 2025, Suburban Propane Partners, L.P. and Suburban Energy Finance Corp. entered into an indenture with The Bank of New York Mellon for the issuance of $350,000,000 aggregate principal amount of 6.500% Senior Notes due 2035 (the “2035 Senior Notes”). The notes pay interest at 6.500% per year, semiannually in arrears on June 15 and December 15 (first payment June 15, 2026). The notes are unsecured senior obligations that rank pari passu with Suburban’s other unsecured senior debt and senior to any future subordinated debt; they are structurally subordinated to liabilities of subsidiaries that do not guarantee the notes. Suburban also issued a press release on December 22, 2025 announcing completion of the offering.

Key Details

• Principal amount: $350,000,000 of 6.500% Senior Notes due 2035.
• Interest/payments: 6.500% annual interest, paid semiannually on June 15 & December 15, commencing June 15, 2026.
• Net proceeds: approximately $344.3 million after estimated offering expenses.
• Use of proceeds: proceeds, together with borrowings under a revolving credit facility, were used to redeem all outstanding 5.875% senior notes due 2027 and to pay related fees and expenses.
• Status and sale: notes are unsecured senior debt, structurally subordinated to non‑guaranteeing subsidiaries; sold to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S.
• Trustee: The Bank of New York Mellon serves as trustee.
• Covenants: the indenture includes customary covenants that restrict incurrence of additional debt, dividend payments and repurchases, restricted payments and investments, affiliate transactions, liens, asset transfers and certain mergers/consolidations (subject to exceptions).

Why It Matters
This transaction materially extends Suburban’s funded debt maturity profile by replacing the maturing 2027 notes with debt due in 2035 and provides liquidity to complete the 2027 note redemption. Investors should note the fixed 6.50% coupon and the unsecured, senior status of the notes (which are nonetheless structurally subordinated to subsidiaries’ liabilities unless guarantees are provided). The offering was limited to institutional and non‑U.S. investors (Rule 144A/Reg S) and was not registered under the Securities Act; the indenture and press release accompanying the filing provide further contractual detail.