Suburban Propane's CEO Discusses Acquisition Of Retail Propane Operations Of Inergy, L.P. (Transcript)

Suburban Propane L.P. (SPH)

Acquisition of Retail Propane Operations of Inergy, L.P. Call

April 26, 2011 11:00 AM ET


Davin D’Ambrosio – Vice President and Treasurer

Mike Dunn – President and CEO

Mike Stivala – Chief Financial Officer


Ted Durbin

Gabe Moreen

Darren Horowitz

Ron Londe

John Tysseland



Ladies and gentlemen, thank you for standing by, and welcome to the Suburban Propane Conference Call. [Operator Instructions]. I would now like to turn the conference over to our host, Mr. Davin D’Ambrosio, please go ahead.

Davin D'Ambrosio

Thank you Kathy. Good morning. And thank you for joining us this morning. I am Davin D’Ambrosio, Vice President and Treasurer here at Suburban. Purpose of the call today is to discuss the details of the transaction that we announced this morning regarding the purchase of retail propane operations of Inergy. Our call today is supported by a slide presentation, as you may access either through a link provided in our press release this morning or on our home page at

Before getting started, I will cover the required disclosures regarding forward-looking statements. The following information contains forward-looking statements relating to our future business expectations and predictions and financial conditions and results of the operations. Some of these statements can be identified by the use of forward-looking terminologies such as prospects, estimates, intends, may, will, should, contemplates, expects or plans or the negative or other variation of these or similar words, or by discussion of trends or conditions, strategies or risks and uncertainties.

These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such forward-looking statements. They include statements regarding the timing and expected benefits of our acquisition of Inergy Propane, and also include statements relating to or regarding the cost savings, transaction costs, integration costs that we anticipate to arise from the acquisition, various actions to be taken or requirements to be met in connection with completing the acquisition or integrating the operations of Inergy Propane into our operations. Revenue, income and operation for the combined company after the Inergy Propane acquisition is consummated. Future issuance of debt and equity securities and our ability to achieve financing in connection with the acquisition or otherwise, and other objectives, explanations, intentions, or other statements that are not historical facts.

The forward-looking statements are subjected to a number of factors and uncertainties that could cause actual results to differ materially from those described in forward-looking statement. A full discussion of our operations and financial condition, including factors that may affect our business, and future prospects is contained in documents we have filed with the SEC, and will be contained in subsequent filings with the SEC.

You should also refer to the factors including under the captions Risk Factors, and disclosure regarding forward-looking statements in our Annual Report on Form 10-K for the fiscal year ended September 24, 2011, and quarterly report on Form 10-Q for the quarter period December 24, 2011. While we believe that our assumptions are reasonable, it is very difficult to predict the impact of known factors on, and it is impossible to anticipate all factors that could affect our actual results. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise except as otherwise required by law.

At this time, I’d like to get the call started by turning it over to Mike Dunn, our President and Chief Executive Officer.

Mike Dunn

Thank you, Davin. And good morning and thank you everyone for joining us today. As Davin said, I am Mike Dunn, President and CEO. With me is Mike Stivala, our Chief Financial Officer, and of course, you’ve met Davin vis-a-vis the forward statements.

The agenda for today’s presentation is as follows; take a brief walk through the transaction, an overview of Suburban, an overview of the opportunity, conclusion, and then we’re going to allow some time for questions and answers.

With that said, let’s get into the presentation and I’ll turn it over to Mike Stivala to walk you through the transaction.

Mike Stivala

Thank you Mike, and good morning to everyone. Thank you all for taking the time to join us this morning. On Slide 6, we summarize the transaction structure and some relevant aspects to consider. First, Suburban is purchasing the retail propane business and operations of Inergy, LP for a total consideration of $1.8 billion, subject to certain adjustments. The consideration will be in the form of, one, $600 million of new suburban common units issued to Inergy, the majority of which will be distributed by Inergy to its unit holders. And two, an exchange of certain of Inergy’s existing unsecured senior notes with an aggregate principal amount of $1.2 billion for a combination of up to $1 billion of new Suburban senior notes and up to $200 million of cash. Please refer to the press release issued by us this morning for more information about the exchange.

Suburban intends to issue approximately $250 million of new common units in a secondary public offering subject to market conditions, which we use to fund the cash portion of the exchange, as well as the fees and expenses associated with the transaction and the related transaction financing.

In addition, in connection with the transaction, Suburban received the requisite consents from the lenders under its existing revolving credit facility in order to proceed with the transaction and receive commitments from the certain lenders to upsize the credit facility from the current $250 million capacity to $400 million, subject to the transaction closing. This is in recognition of the increased size of the company. To round out the financing-related activities, we also received commitments from certain lenders for a $250 million 364-day term-loan facility, which will be used only in the event the equity financing is not completed prior to closing.

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