EXHIBIT 99.2
SUBURBAN PROPANE PARTNERS, L.P.
SUBURBAN ENERGY FINANCE CORP.
NOTICE OF GUARANTEED DELIVERY
Offer to Exchange up to
$496,557,000 Aggregate Principal Amount of 7 1/2% Senior Notes Due 2018
(CUSIP Nos. 864486 AD7 and U8600A AB7)
For
$496,557,000 Aggregate Principal Amount of 7 1/2% Senior Notes Due 2018
That Have Been Registered Under the Securities Act of 1933, As Amended (the “Securities Act”)
$503,443,000 Aggregate Principal Amount of 7 3/8% Senior Notes Due 2021
(CUSIP Nos. 864486 AF2 and U8600A AC5)
For
$503,443,000 Aggregate Principal Amount of 7 3/8% Senior Notes Due 2021
That Have Been Registered Under the Securities Act
Pursuant to the Prospectus dated , 2012
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON , 2012, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent is:
The Bank of New York Mellon
| | | | |
| By Certified or Registered Mail: | | By Overnight Courier or Regular Mail: | | By Hand: |
| | |
| The Bank of New York Mellon, as Exchange Agent | | The Bank of New York Mellon, as Exchange Agent | | The Bank of New York Mellon, as Exchange Agent |
| | |
| c/o Bank of New York Mellon Corporation | | c/o Bank of New York Mellon Corporation | | c/o Bank of New York Mellon Corporation |
| | |
| Corporate Trust Operations — Reorganization Unit | | Corporate Trust Operations — Reorganization Unit | | Corporate Trust Operations — Reorganization Unit |
| | |
| 101 Barclay Street, Floor 7 East | | 101 Barclay Street, Floor 7 East | | 101 Barclay Street, Floor 7 East |
| | |
| New York, NY 10286 | | New York, NY 10286 | | New York, NY 10286 |
| | |
| Attention: [ ] | | Attention: [ ] | | Attention: [ ] |
By Facsimile (eligible institutions only):
(212) 298-1915, Attention: [ ]
Telephone Inquiries:
(212) 815-[ ]
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
As set forth in the prospectus (the “Prospectus”) dated , 2012 , Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban”), and Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Suburban, the “Issuers”), and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), this form or one substantially equivalent thereto must be used to accept the Issuers’ offer (the “Exchange Offer”) to exchange (i) up to $496,557,000 in aggregate principal amount of our issued and outstanding unregistered 7 1/2% senior notes due 2018 (CUSIP Nos. 864486 AD7 and U8600A AB7) (the “2018 Old Notes”) for an equal principal amount of 7 1/2% senior exchange notes due 2018, that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “2018 Exchange Notes”) and (ii) up to $503,443,000 in aggregate principal amount of our issued and outstanding unregistered 7 3/8% senior notes due 2021 (CUSIP Nos. 864486 AF2 and U8600A AC5) (the “2021 Old Notes”) for an equal principal amount of 7 3/8% senior exchange notes due 2021, that have been registered under the Securities Act (the “2021 Exchange Notes”). The term “Old Notes” refers collectively to the 2018 Old Notes and the 2021 Old Notes and the term “Exchange Notes” refers collectively to the 2018 Exchange Notes and the 2021 Exchange Notes. The Old Notes were issued under an indenture dated August 1, 2012 pursuant to a private exchange offer not registered under the Securities Act. The Exchange Offer is intended to satisfy certain obligations of the Issuers contained in the Registration Rights Agreement dated August 1, 2012, between the Issuers and the dealer managers named therein. Capitalized terms used but not defined herein shall have the meaning given to them in the Prospectus.
This form may be delivered by an Eligible Institution (as defined in the Letter of Transmittal) by mail or hand delivery or transmitted via facsimile to the Exchange Agent as set forth above.
This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.
2
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuers upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Old Notes specified below pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.” By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering Holder of Old Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of Old Notes may be withdrawn if the Exchange Agent receives at one of its addresses specified on the cover of this Notice of Guaranteed Delivery, prior to the Expiration Date, a facsimile transmission or letter which specifies the name of the person who deposited the Old Notes to be withdrawn and the aggregate principal amount of Old Notes delivered for exchange, including the certificate number(s) (if any) of the Old Notes, and which is signed in the same manner as the original signature on the Letter of Transmittal by which the Old Notes were tendered, including any signature guarantees, all in accordance with the procedures set forth in the Prospectus.
All authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
3
The undersigned hereby tenders the Old Notes listed below:
PLEASE SIGN AND COMPLETE
| | | | |
Certificate Numbers of Old Notes (if available) | | Principal Amount of Old Notes
Tendered | | Indicate Whether 2018 Old Notes or 2021 Old Notes |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| Signature(s) of registered holder(s) or Authorized Signatory |
|
| |
| | |
| Name(s) | | |
| (please Type or Print) |
| | |
| |
| Area Code and Telephone No.: | | |
|
|
| If Old Notes will be tendered by book-entry transfer, check the trust company below: |
|
¨ The Depository Trust Company |
4
GUARANTEE
(Not To Be Used For Signature Guarantee)
The undersigned, a participant in a recognized Signature Guarantee Medallion Program, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Old Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company, pursuant to the procedure for book-entry transfer set forth in the Prospectus, and any other required documents, all prior to 5:00 p.m., Eastern Standard Time, on the third New York Stock Exchange trading day following the Expiration Date (as defined in the Prospectus).
| | |
| |
Name (please type or print): | | |
| | |
| |
Area Code and Telephone No.: | | |
DO NOT SEND CERTIFICATES FOR EXISTING NOTES WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR EXISTING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
5
INSTRUCTIONS
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at one of its addresses set forth on the cover hereof prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents to the Exchange Agent is at the election and risk of the Holder but, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that Holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the Holder use properly insured, registered mail with return receipt requested. For a full description of the guaranteed delivery procedures, see the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” In all cases, sufficient time should be allowed to assure timely delivery. No Notice of Guaranteed Delivery should be sent to the Issuers.
2. Signature on this Notice of Guaranteed Delivery; Guarantee of Signatures. If this Notice of Guaranteed Delivery is signed by the Holder(s) referred to herein, then the signature must correspond with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the Holder(s) listed, this Notice of Guaranteed Delivery must be accompanied by a properly completed bond power signed as the name of the Holder(s) appear(s) on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and, unless waived by the Issuers, evidence satisfactory to the Issuers of their authority so to act must be submitted with this Notice of Guaranteed Delivery.
3. Requests for Assistance or Additional Copies. Questions relating to the Exchange Offer or the procedure for tendering as well as requests for assistance or for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address set forth on the cover hereof or to your broker, dealer, commercial bank or trust company.
6
