Star Gas Partners Commences Change of Control Offer for Remaining Old Senior Notes; $7.6 Million in Old Notes Outstanding.STAMFORD, Conn. -- Star Gas Partners, L.P. (the "Partnership" or "Star") (NYSE NYSE See: New York Stock Exchange : SGU SGU Swiss German University (Jakarta, Indonesia) SGU South Gujarat University (Gujarat, India) SGU Symbol Generator Unit SGU Saint George's University (Island of Grenada) ), a home energy distributor and services provider specializing in heating oil, today announced the commencement of a change of control offer to purchase (the "Change of Control Offer") any or all of the 10.25% Senior Notes due 2013 (the "Old Notes") (Cusip #85512QAC QAC Queen Anne's County (Maryland, USA) QAC Quality Assurance Committee QAC Quaternary Ammonium Compound QAC Quality Assurance Coordinator QAC Quinte Arts Council (Ontario, Canada) 8) 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 Union Bank of California is one of the 30 largest commercial banks in the United States. It has 327 branches, the majority of which are in San Diego, Los Angeles and Orange Counties. , N.A., as trustee. Star is offering 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 will expire at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on June 15, 2006, unless extended by the Partnership in its sole discretion. As of the date of the commencement of the Change of Control Offer, $7.6 million aggregate principal amount of Old Notes remained outstanding. The Change of Control Offer is being made 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 (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("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 (the "recapitalization"), which constituted a "change of control" under the Indenture. The Change of Control Offer does not relate to and does not affect the $165.3 million in new 10.25% Senior Notes due 2013 (Cusip #85512QAE QAE Quality Assurance Evaluator QAE Quality Assurance Engineer QAE Quality Assurance Executive QAE Quality Assurance Evaluation 4) that the Partnership issued in connection with the recapitalization. Copies of the Offer to Purchase have been mailed to holders of Old Notes. 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. |
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