Star Gas Partners, L.P. Sets Special Unitholder Meeting Date of October 25, 2017 for Vote on Changing Federal Income Tax Clas...
September 15 2017 - 9:00AM
Star Gas Partners, L.P. (the “Partnership” or “Star”) (NYSE:SGU), a
home energy distributor and services provider, today announced that
on October 25, 2017 at 10 a.m. Eastern it will host a special
meeting for unitholders to consider and vote on the
previously-announced proposal that would, if adopted, have the
Partnership be treated as a corporation, instead of a partnership,
for federal income tax purposes (commonly referred to as a
“check-the-box” election) and a proposal to approve and adopt
amendments to the Partnership’s agreement of limited partnership to
effect the change in income tax classification. The meeting will
take place at the offices of Thompson & Knight LLP, located at
900 Third Avenue, 20th Floor, New York, New York 10022-4728.
On September 15, 2017, the Partnership filed a definitive proxy
statement on Schedule 14A with the Securities and Exchange
Commission (“SEC”) regarding these proposals. Star will remain a
Delaware limited partnership, and the distribution provisions of
the Partnership, including the incentive distributions, will not
change.
Star believes that, by being treated as a
corporation for federal income tax purposes, instead of a
partnership, the Partnership would (i) eliminate partners’
out-of-pocket tax burden (“phantom income”) arising from allocating
taxable income to them without making corresponding cash
distributions; (ii) potentially broaden its base of interested
investors; (iii) enable the ability to fully deduct for tax
purposes certain public company-related expenses; and (iv) lower
its administrative expenses associated with providing K-1’s, which
will no longer be necessary. Star does not believe there will be
any material adverse tax consequences to the unitholders if the
proposal is approved and the election is made.
This press release is for informational purposes
only. It is not a solicitation of a proxy or vote. In connection
with the proposal to cause the Partnership to elect to be treated
as a corporation for federal income tax purposes and the proposal
to approve and adopt amendments to the Partnership’s agreement of
limited partnership, the Partnership has filed with the SEC a
definitive proxy statement and other relevant materials.
Unitholders may obtain a free copy of the definitive proxy
statement and other relevant materials, as well as any other
documents filed by the Partnership with the SEC, at the SEC’s web
site at www.sec.gov.
A free copy of the definitive proxy statement
and other documents filed with the SEC by the Partnership may also
be obtained by directing a written request to: Star Gas Partners,
L.P., 9 West Broad Street, Suite 310, Stamford, CT 06902, Attn:
Corporate Secretary. UNITHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSAL TO CAUSE THE PARTNERSHIP TO ELECT TO BE TREATED AS A
CORPORATION FOR FEDERAL INCOME TAX PURPOSES AND THE PROPOSAL TO
APPROVE AND ADOPT AMENDMENTS TO THE PARTNERSHIP’S AGREEMENT OF
LIMITED PARTNERSHIP BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
The Partnership, its general partner Kestrel
Heat (the “General Partner”), and the directors and executive
officers of the General Partner may be deemed to be participants in
the solicitation of proxies from the Partnership’s unitholders with
respect to the proposal to cause the Partnership to elect to be
treated as a corporation for federal income tax purposes and the
proposal to approve and adopt amendments to the Partnership’s
agreement of limited partnership. Information regarding the
directors and executive officers of the General Partner is
contained in the Partnership’s Annual Report on Form 10-K for the
year ended September 30, 2016, and information regarding their
ownership of the Partnership’s securities is contained in the
definitive proxy statement, both of which are filed with the
SEC.
About Star Gas Partners,
L.P.Star Gas Partners, L.P. is a full service provider
specializing in the sale of home heating products and services to
residential and commercial customers to heat their homes and
buildings. The Partnership also sells and services heating and air
conditioning equipment to its home heating oil and propane
customers and, to a lesser extent, provides these offerings to
customers outside of its home heating oil and propane customer
base. In certain of Star's marketing areas, the Partnership
provides home security and plumbing services primarily to its home
heating oil and propane customer base. Star also sells diesel fuel,
gasoline and home heating oil on a delivery only basis. Star is the
nation's largest retail distributor of home heating oil based upon
sales volume. Including its propane locations, Star serves
customers in the more northern and eastern states within the
Northeast, Central and Southeast U.S. regions. 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. These risks and uncertainties include, but are
not limited to, those set forth under the heading "Risk Factors"
and "Business Strategy" in our Annual Report on Form 10-K (the
"Form 10-K") for the fiscal year ended September 30, 2016 and under
the heading "Risk Factors" in our Quarterly Reports on Form 10-Q
(the "Form 10-Q"). 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 Form 10-Q and Form 10-K. 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 WittyDarrow Associates646/438-9385 or
cwitty@darrowir.com
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