STAR GAS PARTNERS ANNOUNCES COMPLETION OF CHANGE OF CONTROL OFFER FOR OUTSTANDING OLD SENIOR NOTES
STAMFORD, CT (June 23, 2006) -- Star Gas Partners, L.P. (the "Partnership" or "Star") (NYSE: SGU), a home energy distributor and services provider specializing in heating oil, today announced the completion of a change of control offer to purchase (the "Change of Control Offer") the $7.6 million principal amount of 10.25% Senior Notes due 2013 (the "Old Notes") that remain outstanding under the Amended and Restated Indenture dated April 28, 2006 (the "Indenture") by and between the Partnership, Star Gas Finance Company and Union Bank of California, N.A., as trustee.
Star offered to repurchase the Old Notes at a purchase price in cash equal to 101% of the aggregate principal amount of the Old Notes or portion of Old Notes validly tendered for payment thereof, plus accrued and unpaid interest through the date of payment, upon the terms and subject to the conditions of the Offer. The Offer expired at 5:00 p.m., New York City time on June 22, 2006. As of the expiration of the Change of Control Offer, $100,000 aggregate principal amount of Old Notes had been tendered and accepted for repurchase.
The Change of Control Offer was required pursuant to Section 3.9 of the Indenture. Effective as of April 28, 2006, the Partnership completed a strategic recapitalization (the "recapitalization") pursuant to the terms of that certain unit purchase agreement dated as of December 5, 2005, as amended (the "unit purchase agreement"), by and among Star Gas LLC ("Star Gas"), Kestrel Energy Partners, LLC ("Kestrel"), Kestrel Heat, LLC ("Kestrel Heat" or the "general partner") and KM2, LLC ("M2"). In connection with the recapitalization, Star Gas withdrew as the general partner of Star Gas Partners and Kestrel Heat was named as the successor general partner, which constituted a "change of control" under the Indenture.
Star Gas Partners, L.P., is the nation's largest retail distributor of home heating oil. Additional information is available by obtaining the Partnership's SEC filings and by visiting Star's website at www.star-gas.com.
CONTACT:
Star Gas Partners
Investor Relations
203/328-7310
Robert Rinderman, Steven Hecht
Jaffoni & Collins Incorporated
212/835-8500 or SGU@jcir.com
