Suburban Propane Partners, L.P. Suburban Energy Finance Corp. UNDERWRITING AGREEMENT dated February 7, 2017 Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citizens Capital Markets, Inc. Citigroup Global Markets Inc. BNP...Underwriting Agreement • February 8th, 2017 • Suburban Propane Partners Lp • Retail-miscellaneous retail • New York
Introductory. Suburban Propane Partners, L.P., a Delaware limited partnership (the “Partnership”), and Suburban Energy Finance Corp., a Delaware corporation (the “Co-Issuer” and together with the Partnership, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, $350,000,000 aggregate principal amount of their 5.875% Senior Notes due 2027 (the “Notes”). The Notes will be issued pursuant to an indenture dated as of May 27, 2014 (the “Base Indenture”), among the Issuers and The Bank of New York Mellon, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture to be dated as of February 14, 2017 (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The use of the neuter in this Underwriting Agreement (the “Agreement”) shall include the feminine and masculi
