UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2014
Star Gas Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
001-14129 |
06-1437793 |
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| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2187 Atlantic Street, Stamford, CT 06902
(Address of principal executive offices, Zip Code)
(203) 328-7310
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 4, 2014, Star Gas Partners, L.P., a Delaware partnership (the "Partnership"), completed the acquisition of Griffith Energy Services, Inc. ("Griffith") of Columbia, Maryland from Central Hudson Enterprises Corporation, a New York corporation, by acquiring Griffith's equity for $69.9 million plus estimated working capital of $32.2 million. Griffith is a fuel and energy services provider and heating oil distributor that services approximately 50,000 residential and commercial accounts in Virginia, West Virginia, Delaware, the District of Columbia, Maryland, and Pennsylvania.
Item 2.02. Results of Operations and Financial Condition.
The information set forth above under Item 2.01 is hereby incorporated by reference into this Item 2.02.
Item 7.01. Regulation FD Disclosure.
Exhibit 99.1 A copy of the Star Gas Partners, L.P. Press Release dated March 4, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 4, 2014 | Star Gas Partners, L.P. By: Kestrel Heat, LLC (General Partner) |
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| By: | /s/ RICHARD F. AMBURY Richard F. Ambury Chief Financial Officer Principal Financial Officer |
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EXHIBIT 99.1
Star Gas Partners, L.P. Announces Closing of Griffith Energy Acquisition
STAMFORD, Conn., March 4, 2014 (GLOBE NEWSWIRE) -- Star Gas Partners, L.P. (the "Partnership" or "Star") (NYSE:SGU), a home energy distributor and services provider specializing in heating oil, today announced that it has completed its acquisition of Griffith Energy Services, Inc. ("Griffith"). As previously announced, the Partnership acquired the equity of Griffith for $69.9 million plus estimated working capital, which amounted to $32.2 million at closing.
"We are pleased to announce that Griffith is now a part of Star Gas, bringing together two great organizations dedicated to providing energy services to thousands of customers across the East Coast and Mid-Atlantic," said Star Gas Partners President and Chief Executive Officer Steve Goldman. "Griffith broadens our geographic footprint, diversifies our service offerings, and brings a strong brand to the Partnership. We welcome both Griffith's customers and employees to the Star family."
About Star Gas Partners, L.P.
Star Gas Partners, L.P., is the nation's largest retail distributor of home heating oil, based upon sales volume, operating throughout the Northeast and Mid-Atlantic. Additional information is available by obtaining the Partnership's SEC filings at www.sec.gov and by visiting Star's website at www.star-gas.com, where unit holders may request a hard copy of Star's complete audited financial statements free of charge.
Forward Looking Information
This news release includes "forward-looking statements" which represent the Partnership's expectations or beliefs concerning future events that involve risks and uncertainties, including those associated with the effect of weather conditions on our financial performance; the price and supply of the products that we sell; the consumption patterns of our customers; our ability to obtain satisfactory gross profit margins; our ability to obtain new customers and retain existing customers; our ability to make strategic acquisitions; the impact of litigation; our ability to contract for our current and future supply needs; natural gas conversions; future union relations and the outcome of current and future union negotiations; the impact of current and future governmental regulations, including environmental, health and safety regulations; the ability to attract and retain employees; customer creditworthiness; counterparty creditworthiness; marketing plans; general economic conditions; and new technology. All statements other than statements of historical facts included in this news release are forward-looking statements. Without limiting the foregoing, the words "believe," "anticipate," "plan," "expect," "seek," "estimate" and similar expressions are intended to identify forward-looking statements. Although the Partnership believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct and actual results may differ materially from those projected as a result of certain risks and uncertainties. Important factors that could cause actual results to differ materially from the Partnership's expectations ("Cautionary Statements") are disclosed in this news release and in the Partnership's Annual Report on Form 10-K for the year ended September 30, 2013, including without limitation and in conjunction with the forward-looking statements included in this news release. All subsequent written and oral forward-looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Unless otherwise required by law, the Partnership undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this news release.
CONTACT: Star Gas Partners
Investor Relations
203/328-7310
Chris Witty
Darrow Associates
646/438-9385 or cwitty@darrowir.com