SGU Star Group LP

 

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) December 6, 2024

STAR GROUP, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware		001-14129		06-1437793
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

9 West Broad Street Suite 310, Stamford, CT 06902

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (203) 328-7310

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):

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Units		SGU		New York Stock Exchange
Common Unit Purchase Rights		N/A		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 1.01	Entry into a Material Definitive Agreement.

On December 6, 2024, Star Group, L.P., a Delaware limited partnership (the “Company”), entered into a Consent to the Seventh Amended and Restated Credit Agreement (“Credit Agreement”) with a bank syndicate comprised of ten participants. The Consent (i) extends the time periods by which a specified acquisition must be signed and closed in order to be deemed a “Permitted Acquisition" under the Credit Agreement and (ii) extends the time period by which such specified acquisition must be closed in order for the Company to benefit from an increase in the advance rate on “customer routes” for purposes of the borrowing base calculation.

 

Item 9.01	Exhibits
10.10	Consent dated December 6, 2024 to Seventh Amended and Restated Credit Agreement dated September 27, 2024
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

STAR GROUP, L.P.
By: Kestrel Heat, LLC (General Partner)
By:		/s/ Richard F. Ambury
Name:		Richard F. Ambury
Title:		Chief Financial Officer

 

Date: December 6, 2024

 

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CONSENT TO CREDIT AGREEMENT

CONSENT, dated as of December 6, 2024 (this “Consent”), to the SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 27, 2024 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PETROLEUM HEAT AND POWER CO., INC., a Minnesota corporation (the “Borrower”), the other Loan Parties (as defined therein) party thereto, the lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”), and the other parties named therein.

RECITALS

WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the other parties named therein are party to the Credit Agreement;

WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement pursuant to Section 8.3 to (i) extend the period during which the Borrower is required to provide an executed copy of the Asset Purchase Agreement for the Project Avalon Acquisition from November 15, 2024 to December 18, 2024 and (ii) extend the period during which the Project Avalon Acquisition closes within the Borrowing Base definition from December 31, 2024 to February 14, 2025; and

WHEREAS, each Revolving Lender has agreed to such consent on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

2. Amendments. Effective as of the Effective Date (as defined below), the Credit Agreement is hereby amended as follows:

“Project Avalon Acquisition” means the Acquisition where the Borrower and/or certain of its Subsidiaries acquire certain assets of a Person separately identified prior to the date hereof to the Administrative Agent and the Lenders pursuant to that certain Asset Purchase Sale Agreement proposed to be entered into among Minnwhale LLC, the seller and each other party thereto; provided that, the Agent will have received an executed copy of the Asset Purchase Agreement for the Project Avalon Acquisition certified as complete and correct by an Authorized Officer of the Borrower on or prior to December 18, 2024, which shall have terms and conditions substantially the same as the terms and conditions as previously disclosed to the Administrative Agent.

(C)(i)(a) prior to the closing of the Project Avalon Acquisition or if the Project Avalon Acquisition closes after February 14, 2025, 60% of the aggregate of the Customer Lists Value, or (b) if

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the Project Avalon Acquisition closes prior to February 14, 2025, 65% which will amortize quarterly on a straight line basis over twenty four months to 60% after the Project Avalon Acquisition closes, less (ii) the aggregate principal amount of outstanding Term Loans; provided that this clause (D) shall not be less than zero

3. Conditions to Effectiveness of the Consent. The Consent shall become effective as of the date (the “Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:

4. Representations and Warranties. The Borrower hereby represents and warrants, on and as of the Effective Date, that (i) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective Date, both immediately before and after giving effect to this Consent (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) this Consent has been duly authorized, executed and delivered by the Loan Parties and constitutes the legal, valid and binding obligation of each Loan Party enforceable against it in accordance with its terms and (iii) no Default or Event of Default shall have occurred and be continuing on the Effective Date, both immediately before and after giving effect to this Consent.

 

5. Acknowledgement and Confirmation of the Loan Parties. Each Loan Party hereby confirms and agrees that, after giving effect to this Consent, the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect and enforceable against such Loan Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and represents and warrants to the Lenders that it has no knowledge of any claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Loan Documents, or if such Loan Party has any such claims, counterclaims, offsets, or defenses to the Loan Documents or any transaction related to the Loan Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Consent. This acknowledgement and confirmation by each Loan Party is made and delivered to induce the Administrative Agent and the Lenders to enter into this Consent, and each Loan Party acknowledges that the Administrative Agent and the Lenders would not enter into this Consent in the absence of the acknowledgement and confirmation contained herein. This Consent shall constitute a Loan Document under the terms of the Credit Agreement.

6. Consent. This Consent does not constitute a waiver of any other provision of the Credit Agreement or the other Loan Documents, or any other right, power or remedy of the Lenders thereunder. This Consent is limited as specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Loan Documents.

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7. Severability. In case any provision of or obligation under this Consent shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

8. Headings. Headings and captions used in this Consent are included for convenience of reference only and shall not be given any substantive effect.

9. Governing Law; Submission To Jurisdiction. This Consent shall be construed in accordance with and governed by the laws of the State of New York.

 

10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS CONSENT OR ANY OTHER LOAN DOCUMENT.

11. Expenses. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation of this Consent (whether or not the transactions hereby contemplated shall be consummated) including the reasonable fees and disbursements of counsel to the Administrative Agent.

12. Counterparts; Integration. This Consent may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Consent by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Consent. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Consent and/or any document to be signed in connection with this Consent and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record. This Consent constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed by their duly authorized officers, all as of the day and year first above written.

BORROWER:

 

PETROLEUM HEAT AND POWER CO., INC.

 

By: /s/ Richard F. Ambury

 

Name: Richard F. Ambury

 

Title: Chief Financial Officer

 

 

OTHER LOAN PARTIES:

 

A.P. WOODSON COMPANY

Champion Energy LLC

COLUMBIA PETROLEUM
TRANSPORTATION, LLC

GRIFFITH ENERGY SERVICES, INC.

GRIFFITH-ALLIED TRUCKING, LLC

Hoffman Fuel Company of Danbury

Milro GROUP LLC

MEENAN HOLDINGS LLC

MEENAN OIL LLC

MINNWHALE LLC

ORTEP OF PENNSYLVANIA, INC.

PETRO HOLDINGS, INC.

PETRO PLUMBING CORPORATION

PETRO, INC.

REGIONOIL PLUMBING, HEATING AND COOLING CO., INC.

RICHLAND PARTNERS, LLC

Rye Fuel Company

STAR ACQUISITIONS, INC.

 

By: /s/ Richard F. Ambury

 

Name: Richard F. Ambury

 

Title: Chief Financial Officer

 

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STAR GROUP, L.P.

 

By: KESTREL HEAT, LLC, its General Partner

 

By: /s/ Richard F. Ambury

 

Name: Richard F. Ambury

 

Title: Chief Financial Officer

 

 

MEENAN OIL CO., L.P.

 

By: MEENAN OIL LLC, its General Partner

 

By: /s/ Richard F. Ambury

 

Name: Richard F. Ambury

 

Title: Chief Financial Officer

 

 

CFS LLC
 

By: Richland Partners, LLC, its Sole Member

 

By: /s/ Richard F. Ambury

 

Richard F. Ambury
Chief Financial Officer, Executive Vice President, Treasurer and Secretary

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JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender

 

 

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title: Authorized Officer

 

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[BANK]

as a Lender

 

 

By: /s/ Authorized Signatory

Name: Authorized Signatory

Title: Authorized Officer

 

 

 

 

 

 

 

 

 

 

 

 

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v3.24.3

Cover	Dec. 06, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 2024
Securities Act File Number	001-14129
Entity Registrant Name	STAR GROUP, L.P.
Entity Central Index Key	0001002590
Entity Tax Identification Number	06-1437793
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9 West Broad Street
Entity Address, Address Line Two	Suite 310
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	(203)
Local Phone Number	328-7310
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable
Common Units
Document Information [Line Items]
Title of 12(b) Security	Common Units
Trading Symbol	SGU
Security Exchange Name	NYSE
Common Unit Purchase Rights
Document Information [Line Items]
Title of 12(b) Security	Common Unit Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NYSE

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