<SEC-DOCUMENT>0001193125-12-373049.txt : 20120829
<SEC-HEADER>0001193125-12-373049.hdr.sgml : 20120829
<ACCEPTANCE-DATETIME>20120829082901
ACCESSION NUMBER:		0001193125-12-373049
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20120829
DATE AS OF CHANGE:		20120829

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SUBURBAN PROPANE PARTNERS LP
		CENTRAL INDEX KEY:			0001005210
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-MISCELLANEOUS RETAIL [5900]
		IRS NUMBER:				223410353
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-181314
		FILM NUMBER:		121061550

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 206
		STREET 2:		240 ROUTE 10 WEST
		CITY:			WIPPANY
		STATE:			NJ
		ZIP:			07981
		BUSINESS PHONE:		9738875300

	MAIL ADDRESS:	
		STREET 1:		ONE SUBURBAN PLZ
		STREET 2:		240 RTE 10 WEST
		CITY:			WHIPPANY
		STATE:			NJ
		ZIP:			07981
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>d395862d424b3.htm
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>
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<TITLE>Prospectus Supplement</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Filed Pursuant to Rule 424(b)(3)<BR>Registration No. 333-181314 </B></FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="3"><B>SUBURBAN PROPANE PARTNERS, L.P. </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
STYLE="font-family:Times New Roman" SIZE="3"><B>SUPPLEMENT NO.&nbsp;2, DATED AUGUST&nbsp;29, 2012 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT STYLE="font-family:Times New Roman" SIZE="3"><B>TO THE PROSPECTUS,
DATED JULY&nbsp;31, 2012 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">This prospectus supplement (this &#147;Supplement No.&nbsp;2&#148;) is part of the prospectus of
Suburban Propane Partners, L.P. (&#147;Suburban&#148; or &#147;we&#148;), dated July&nbsp;31, 2012 (the &#147;Prospectus&#148;), as supplemented by a prospectus supplement on August 20, 2012 (&#147;Supplement No. 1&#148;). This Supplement No.&nbsp;2
supplements, modifies or supersedes certain information contained in our Prospectus, and should be read in conjunction with the Prospectus and Supplement No. 1. This Supplement No.&nbsp;2 will be delivered with the Prospectus and Supplement&nbsp;No.
1. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><center> <P STYLE="line-height:6px;margin-top:0px;margin-bottom:2px;border-bottom:1pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>The section of the Prospectus entitled &#147;Plan of Distribution&#151;Material U.S. federal income tax consequences of the Plan of Distribution&#148;
is hereby replaced in its entirety with the information set forth below. </I></FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><B>Material U.S. federal income tax consequences of the Plan of
Distribution </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Receipt of the Common Units </I></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">Inergy anticipates that no income or gain will be recognized by Inergy unitholders for U.S. federal income tax purposes solely as a result of the receipt by Inergy unitholders of common units pursuant to
this Plan of Distribution. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Distributions by a partnership to its partners generally result in the recognition of income or
gain only to the extent cash received (including any cash deemed distributed as a result of the reduction in a partner&#146;s share of partnership debt) exceeds the partner&#146;s basis in its partnership interest. While certain distributions of
&#147;marketable securities&#148; are also treated as distributions of cash under Section 731(c) of the Internal Revenue Code (&#147;Code&#148;), Treasury Regulations promulgated under Section 731(c) provide certain exceptions that would exclude
certain distributions of marketable securities from such treatment. Inergy believes that the distribution of the common units should qualify under one or more such exceptions. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
STYLE="font-family:Times New Roman" SIZE="2">In certain circumstances, partners that have contributed property to a partnership, or are treated as having contributed property to a partnership, within seven years prior to receiving a property
distribution from such partnership may recognize a portion of any deferred gain relating to their prior contributions. However, the amount of any such gain is limited to the amount by which the value of the property distributed from the partnership
exceeds the partner&#146;s adjusted basis in its partnership interest. Although the application of these rules to Inergy&#146;s distribution of common units is uncertain, Inergy believes, based upon preliminary estimates, that all unitholders (with
the possible exception of the original owners of Inergy Holdings LLC) have basis in their Inergy units equal to or in excess of the current value of the common units received in the distribution. As a result, Inergy does not currently anticipate
that any such unitholders will recognize gain as a result of the distribution of the common units even if such rules were applicable. However, unitholders should consult their own tax advisors regarding the application of these rules in light of
their own particular circumstances. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT STYLE="font-family:Times New Roman" SIZE="2"><I>Initial Tax Basis and Holding Period in the Common Units </I></FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">Generally, an Inergy unitholder&#146;s initial tax basis in the common units it receives in the distribution should be the same as
Inergy&#146;s adjusted tax basis in such common units immediately prior to the distribution. Inergy&#146;s tax basis in the common units will be derived from the basis of the assets contributed to Suburban by Inergy, the amount of debt to which
those assets were subject at the time of contribution and Inergy&#146;s allocable share of Suburban&#146;s debt immediately after such contribution. If, however, Inergy&#146;s adjusted tax basis in the common units distributed to an Inergy
unitholder were to exceed such unitholder&#146;s adjusted tax basis in its Inergy units, such Inergy unitholder&#146;s initial tax basis in the common units would be reduced by the excess amount. In addition, as a result of the distribution, an
Inergy unitholder&#146;s adjusted tax basis in its Inergy units should be reduced by the amount of the unitholder&#146;s initial tax basis in the common units received in the distribution. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">A unitholder&#146;s holding period in the common units received in the distribution should
include Inergy&#146;s holding period in the units, which may be determined, in part, by the holding period that Inergy had in the property that it contributed to us in exchange for the common units. Generally, a partner&#146;s holding period in a
partnership interest acquired in exchange for its contribution of assets in a non-taxable transaction includes the partner&#146;s holding period in such assets. There are, however, several exceptions to this general rule. For example, a
partner&#146;s holding period in a partnership interest acquired in exchange for inventory and receivables begins on the day after such partnership interest was acquired. Under these rules, Inergy should have a divided holding period in the common
units. Pursuant to applicable Treasury Regulations, the portion of the common units to which a particular holding period relates should equal the same proportion that the fair market value of the common units received by Inergy in respect of the
relevant contributed property (with that particular holding period) bears to the total fair market value of Inergy&#146;s entire interest in us immediately after the transaction in which such property was contributed. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT STYLE="font-family:Times New Roman" SIZE="2">The holding period and basis allocation rules are complex, and you are urged to consult your own tax advisor with regard to those
matters. </FONT></P>
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