UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 28, 2016

 

 

AmeriGas Partners, L.P.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-13692   23-2787918

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

460 No. Gulph Road

King of Prussia, Pennsylvania 19406

(Address of principal executive offices) (Zip code)

(610) 337-7000

(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:

 

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 8.01 Other Events.

On December 28, 2016, AmeriGas Partners, L.P. (the “Partnership”) announced the results of the early participation of the tender offer with respect to its outstanding 7.00% Senior Notes due 2022 (the “2022 Notes”), originally issued by the Partnership’s wholly owned subsidiaries, AmeriGas Finance LLC, a Delaware limited liability company, and AmeriGas Finance Corp., a Delaware corporation (“AmeriGas Finance”), and guaranteed by the Partnership. The early participation of the tender offer expired at 5:00 p.m. New York City time on December 27, 2016, and a total of $500 million aggregate principal amount of the 2022 Notes were validly tendered and accepted for repurchase in the early participation of the tender offer.

In addition, on December 28, 2016, the Partnership announced that it issued, together with AmeriGas Finance, $700,000,000 aggregate principal amount of 5.500% senior notes due 2025 (the “New Notes”) in an underwritten public offering. The New Notes were issued pursuant to an Indenture, dated as of June 27, 2016, among the Partnership, AmeriGas Finance, and U.S. Bank National Association, as trustee (the “Indenture”), as supplemented by a Second Supplemental Indenture, dated as of December 28, 2016.

The Partnership is filing the Second Supplemental Indenture as Exhibit 4.1 to this Current Report on Form 8-K. The Indenture was filed with the Securities and Exchange Commission on June 27, 2016 as Exhibit 4.1 to the Current Report on Form 8-K dated June 27, 2016. The Second Supplemental Indenture and the Indenture are incorporated herein by reference.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

  4.1    Second Supplemental Indenture, dated as of December 28, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee (including form of global note)
  5.1    Opinion of Morgan, Lewis & Bockius LLP
23.1    Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
99.1    Press Release of AmeriGas Partners, L.P. dated December 28, 2016


SIGNATURE

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.

 

    AmeriGas Partners, L.P.
December 28, 2016     By:  

/s/ Hugh J. Gallagher

      Name:   Hugh J. Gallagher
      Title:   Vice President - Finance and Chief Financial Officer of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P.


EXHIBIT INDEX

 

Exhibit
Number

  

Description

  4.1    Second Supplemental Indenture, dated as of December 28, 2016, among AmeriGas Partners, L.P., AmeriGas Finance Corp., and U.S. Bank National Association, as trustee (including form of global note)
  5.1    Opinion of Morgan, Lewis & Bockius LLP
23.1    Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
99.1    Press Release of AmeriGas Partners, L.P. dated December 28, 2016

Exhibit 4.1

AMERIGAS PARTNERS, L.P.

AMERIGAS FINANCE CORP.

 

 

SECOND SUPPLEMENTAL INDENTURE

Dated as of December 28, 2016

To

INDENTURE

Dated as of June 27, 2016

U.S. BANK NATIONAL ASSOCIATION, as Trustee

 

 


SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 28, 2016, among AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), AmeriGas Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuers and the Trustee are parties to an Indenture dated as of June 27, 2016 (the “Indenture”), which, pursuant to Section 3.01 of the Indenture, provides for the issuance of an unlimited amount of Securities in one or more series;

WHEREAS, the Issuers wish to issue one series of senior notes designated as 5.500% Senior Notes due 2025 in the initial aggregate principal amount of $700,000,000 (the “Notes”);

WHEREAS, the Issuers, by action duly taken, have authorized the execution and delivery of this Supplemental Indenture and the issuance of the Notes;

WHEREAS, all actions necessary to make this Supplemental Indenture and the Notes (when executed by the Issuers and authenticated and delivered by the Trustee as required by the Indenture) the valid and binding obligations of the Issuers and to constitute this document a valid and binding Supplemental Indenture according to its terms have been duly taken; and

WHEREAS, in accordance with Sections 1.02 and 9.03 of the Indenture, there have been delivered to the Trustee on the date hereof an Officer’s Certificate and Opinion of Counsel certifying that this Supplemental Indenture complies with applicable provisions of the Indenture.

NOW THEREFORE, in consideration of the foregoing and the mutual premises and covenants contained herein and for other good and valuable consideration, the parties hereto agree as follows:

1. Definitions . Capitalized terms used but not defined in this Supplemental Indenture shall have the specified meanings set forth in the Indenture.

(a) “ Applicable Premium ” shall mean, with respect to any Note on any applicable Redemption Date, the greater of:

(1) 1.0% of the then outstanding principal amount of such Note (expressed in dollars); or

(2) the excess of (expressed in dollars):

a. the present value at such Redemption Date of (i) 100% of the then Outstanding principal amount of such Note plus (ii) all required interest payments to become due on such Note from and after

 

1


such Redemption Date through February 20, 2025 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

b. the then Outstanding principal amount of such Note.

(b) “ Treasury Rate ” shall mean, with respect to the Notes, as of the applicable Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to February 20, 2025; provided , however , that if the period from such Redemption Date to February 20, 2025 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

2. Optional Redemption . The Notes are subject to redemption at the Issuers’ option, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at any time prior to February 20, 2025 at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the rights of the Holders of the Notes on a Regular Record Date to receive interest due on the relevant Interest Payment Date.

At any time on or after February 20, 2025, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at any time at a Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the rights of the Holders of the Notes on a Regular Record Date to receive interest due on the relevant Interest Payment Date.

3. No Recourse Against the Operating Partnership . The obligations of the Issuers under the Indenture with respect to the Notes, as supplemented by this Supplemental Indenture and the Notes, will be non-recourse to the Operating Partnership (and its affiliates (other than the Issuers)) and payable only out of the cash flow and assets of the Issuers. The Trustee agrees, and each Holder of a Note, by accepting a Note, will be deemed to have agreed, that neither the Operating Partnership nor its assets (nor any of its affiliates (other than the Issuers) nor their respective assets) shall be liable for any of the obligations of the Issuers under the Indenture with respect to the Notes, as supplemented by this Supplemental Indenture or the Notes. The provisions of this Section 4 are in addition to, and shall not be construed as a limitation on, the provisions of Section 10.16 of the Indenture.

4. Legal Defeasance and Covenant Defeasance . Article XIII of the Indenture shall apply to the Notes.

 

2


5. Issue of Notes . The Notes shall be executed, authenticated and delivered in accordance with the provisions of and shall in all respects be subject to the terms, conditions, and covenants of the Indenture, as supplemented by this Supplemental Indenture. The aggregate principal amount of the Notes created hereby, which may be authenticated and delivered under this Supplemental Indenture, shall be limited initially to $700,000,000 aggregate principal amount of the Notes; however, an unlimited amount of Add On Securities may be issued as provided in Section 3.01 of the Indenture and subject to compliance with Article X of the Indenture.

6. Form of Notes; Incorporation of Terms . The Notes shall be issuable in the form of Global Securities and will be deposited with, or on behalf of DTC and registered in the name of Cede & Co., as DTC’s nominee. The Notes and the Trustee’s certificate of authentication thereto shall be substantially in the form provided in Exhibit A to this Supplemental Indenture, the terms of which are hereby incorporated in and made a part of this Supplemental Indenture.

7. Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Notes shall be bound hereby.

8. Governing Law . This Supplemental Indenture and the Notes, and any claim, controversy or dispute arising under or related to this Supplemental Indenture or the Notes, shall be governed by, and construed in accordance with, the laws of the State of New York.

9. Conflicts With Trust Indenture Act . If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Supplemental Indenture by any provision of the Trust Indenture Act of 1939, as amended, such required provision shall control.

10. Counterparts . This Supplemental Indenture may be executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

11. Effect of Headings . The section headings herein are for convenience only and shall not affect the construction hereof.

12. Successors and Assigns . All covenants and agreements in this Supplemental Indenture by each Issuer shall bind their successors and assigns, whether so expressed or not.

13. Separability Clause . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[ Remainder of Page Intentionally Blank ]

 

3


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

 

AmeriGas Partners, L.P.
By:   AmeriGas Propane, Inc., its General Partner
 

/s/ Hugh J. Gallagher

Name:   Hugh J. Gallagher
Title:   Vice President – Finance and Chief Financial Officer
AmeriGas Finance Corp.
By:   AmeriGas Propane, Inc., its General Partner
 

/s/ Hugh J. Gallagher

Name:   Hugh J. Gallagher
Title:   Vice President – Finance and Chief Financial Officer

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

 

U.S. Bank National Association, as Trustee
By:  

/s/ Stacy L. Mitchell

Name:   Stacy L. Mitchell
Title:   Vice President

 

5


EXHIBIT A

[FORM OF NOTES]

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.] 1

AmeriGas Partners, L.P.

AmeriGas Finance Corp.

No. [    ]

[Initially] 2 $[        ]

Issue Date: [            ]

CUSIP: 030981AK0

ISIN: US030981AK06

AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AmeriGas Finance Corp., a Delaware corporation (“Finance Corp.” and together with the Partnership, the “Issuers”) (which term includes any successor Persons under the Indenture hereinafter referred to), for value received, jointly and severally hereby promise to pay to [Cede & Co.] 3 , or registered assigns, the principal sum of [        ] Dollars ($[        ]), [or such other amount set forth in the “Schedule of Exchanges” attached hereto,] 4 on May 20, 2025, and to pay interest thereon from [the Issue Date] 5 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 20 and November 20 in each year, commencing [            ], 20[    ] at the rate of 5.500% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more predecessor securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 5 or November 5 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will

 

1   Include if a global security.
2   Include if a global security.
3   Include if a global security.
4   Include if a global security.
5  

For additional notes, should be their date of original issuance.

 

1


forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more predecessor securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Issuers maintained for that purpose in the City of New York in the State of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided , however , that at the option of the Issuers payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[ Remainder of Page Intentionally Blank ]

 

2


IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly executed.

Dated:

 

AMERIGAS PARTNERS, L.P.,

By: AMERIGAS PROPANE, INC.,

its General Partner

By:  

 

Name: Title:  

 

Attest:

 

 

AMERIGAS FINANCE CORP.,
By:  

 

Name: Title:  

 

Attest:

 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By:  

 

  Authorized Signatory
Date:  

 

 

3


[Form of Reverse of Security]

AmeriGas Partners, L.P.

AmeriGas Finance Corp.

5.500% Senior Note due 2025

This Security is one of a duly authorized issue of securities of the Issuers (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of June 27, 2016, as supplemented by a second supplemental indenture thereto, dated as of December 28, 2016 (herein called the “Indenture”), among the Issuers and U.S. Bank National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof initially limited in aggregate principal amount to $[    ].

Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Securities of this series are subject to redemption at the Issuers’ option, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at any time prior to February 20, 2025 at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the rights of the Holders of the Securities on a Regular Record Date to receive interest due on the relevant Interest Payment Date.

At any time on or after February 20, 2025, the Issuers may redeem such series of Securities, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at any time at a Redemption Price equal to 100% of the principal amount of the Securities of such series, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the rights of the Holders of the Securities on a Regular Record Date to receive interest due on the relevant Interest Payment Date.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

This Security is non-recourse to the Operating Partnership.

The Indenture contains provisions for defeasance at any time of (l) the entire indebtedness of this Security or (2) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

4


If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuers and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (ii) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and (iii) the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligations of the Issuers, which are absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security can be registered in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuers in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

 

5


The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuers or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuers, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

THIS SECURITY, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SECURITY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[ Remainder of Page Intentionally Blank ]

SCHEDULE OF EXCHANGES 6

The following exchanges of a part of this Global Security for a Security in definitive form or a part of another Global Security have been made:

 

Date of Exchange

   Amount of decrease
in principal amount
of this Global Security
     Amount of increase
in principal amount
of this Global Security
     Principal amount of
this Global Security
following such
decrease (or
increase)
     Signature of
authorized officer of
Trustee
 
           
           
           

 

6   Include if a Global Security.

 

6

Exhibit 5.1

December 28, 2016

AmeriGas Partners, L.P.

AmeriGas Finance Corp.

460 North Gulph Road

King of Prussia

Pennsylvania 19406

 

Re: AmeriGas Partners, L.P. and AmeriGas Finance Corp.

Registration Statement on Form S-3 (Registration Nos. 333-212117 and 333-212117-01) 5.500% Senior Notes Due 2025

Ladies and Gentlemen:

This opinion is rendered at the request of AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AmeriGas Finance Corp., a Delaware corporation and a wholly-owned subsidiary of the Partnership (the “Finance Corp.” and, together with the Partnership, the “Issuers”), in connection with the sale of $700,000,000 principal amount of 5.500% Senior Notes due 2025 (the “Notes”) of the Issuers pursuant to a prospectus that supplements (the “Prospectus Supplement”) the above-referenced Registration Statement (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”). The Notes are being issued under an Indenture dated as of June 27, 2016, as supplemented by the Second Supplemental Indenture dated as of December 28, 2016 (as so supplemented, the “Indenture”), by and among the Issuers and U.S. Bank National Association, as trustee (the “Trustee”), and are being sold pursuant to an Underwriting Agreement, dated as of December 13, 2016 (the “Underwriting Agreement”), by and among the Issuers, AmeriGas Propane, L.P., a Delaware limited partnership (the “Operating Partnership”), AmeriGas Propane, Inc., a Pennsylvania corporation and general partner of both the Partnership and the Operating Partnership, and Wells Fargo Securities, LLC, as representative of the several underwriters named on Schedule II to the Underwriting Agreement (the “Underwriters”).

In connection with this opinion, we have examined the Registration Statement, the Prospectus Supplement, the Indenture, the form of global certificates (the “Global Certificates”) evidencing the aggregate principal amount of the Notes, originals, or copies certified or

otherwise identified to our satisfaction, of AmeriGas Finance Corp.’s Articles of Incorporation and Bylaws, AmeriGas Partners, L.P.’s Certificate of Limited Partnership and Fourth Amended and Restated Agreement of Limited Partnership, dated as of July 27, 2009, as amended by Amendment No. 1 to Fourth Amended and Restated Agreement of Limited Partnership dated


AmeriGas Partners, L.P.

AmeriGas Finance Corp.

December 28, 2016

Page 2

 

as of March 13, 2012, and Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership dated as of July 27, 2015, and such other documents, records and instruments of the Issuers as we have deemed appropriate for purposes of the opinions set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

We have also assumed for purposes of our opinion that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Indenture constitutes a legal, valid and binding obligation of the Trustee, that the Trustee has duly authenticated the Global Certificates, and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

Based upon the foregoing, we are of the opinion that the Notes have been duly authorized by the Issuers, and the Global Certificates evidencing the Notes have been duly executed by the Issuers and, when duly authenticated by the Trustee in the manner provided in the Indenture and delivered against payment of the purchase price therefor specified in the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Issuers.

The opinions expressed herein are subject to bankruptcy, insolvency, fraudulent transfer and other similar laws affecting the rights and remedies of creditors generally and general principles of equity.

The opinions expressed herein are limited to the laws of the State of New York, the laws of the Commonwealth of Pennsylvania, the Delaware General Corporation Law, and the Delaware Revised Uniform Limited Partnership Act, and we express no opinion with respect to the laws of any other state or jurisdiction.

We hereby consent to the incorporation by reference of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

Exhibit 99.1

AmeriGas Partners Announces Tender Offer Results and Closing of $700 Million Senior Note Offering

VALLEY FORGE, Pa., December 28 – AmeriGas Partners, L.P. (NYSE: APU) (“AmeriGas Partners”) announced today that as of 5:00 p.m. New York City time on December 27, 2016 (the “Early Participation Date”), holders of the outstanding 7.00% Senior Notes due 2022 issued by its wholly owned subsidiaries, AmeriGas Finance LLC and AmeriGas Finance Corp. (“AmeriGas Finance”) (the “Notes”) had validly tendered approximately $799.1 million in aggregate principal amount of the Notes in connection with AmeriGas Partners’ offer to purchase for cash up to $500 million aggregate principal amount of the Notes (the “Tender Offer”), which AmeriGas Partners commenced on December 13, 2016.

As a result of the oversubscription of the Tender Offer, AmeriGas Partners has accepted for purchase tendered Notes on a prorated basis in the manner described in AmeriGas Partners’ Offer to Purchase dated December 13, 2016. The following table sets forth the outstanding principal amount of Notes, the principal amount that had been tendered and not withdrawn as of the Early Participation Date, the principal amount accepted for purchase and the approximate proration factor:

 

CUSIP/ISIN

  

Title of
Security

   Outstanding
Principal
Amount
     Tender Cap      Aggregate
Principal
Amount
Tendered and
not

Withdrawn
     Aggregate
Principal
Amount
Accepted for
Purchase
     Approximate
Proration
Factor
 

03077JAB6 / US03077JAB61

   7.00% Senior Notes Due 2022    $ 980,844,000       $ 500,000,000       $ 799,139,000       $ 499,970,000         62.7

Total consideration of $1,057.50 for each $1,000 principal amount of Notes, plus accrued and unpaid interest, is expected to be paid today, December 28, 2016 to the holders of Notes tendered and accepted for purchase (the “Total Consideration”). The Total Consideration includes an early participation payment of $30.00 per $1,000 principal amount of Notes accepted for purchase. As a result of the oversubscription of the Tender Offer, AmeriGas Partners will purchase Notes validly tendered as of the Early Participation Date using the approximate proration factor of 62.7%. No additional Notes tendered will be accepted under the terms of the Tender Offer. AmeriGas Partners expects to return any Notes tendered but not accepted for payment promptly after the Early Participation Date.

In connection with the Tender Offer, AmeriGas Partners retained Wells Fargo Securities, LLC as the Dealer Manager. Questions regarding the tender offer should be directed to Wells Fargo Securities, LLC at 866-309-6316 (toll free) or 704-410-4760. The complete terms and conditions


of the Tender Offer are set forth in the Offer to Purchase and the related Letter of Transmittal, each dated December 13, 2016. Requests for documents should be directed to D.F. King & Co., Inc., the Information Agent for the Tender Offer, at 800-967-5074 (toll free) or 212-269-5550.

AmeriGas Partners and AmeriGas Finance also announced today the closing of their previously announced issuance of $700 million aggregate principal amount of 5.500% Senior Notes due 2025 (the “Notes Offering”). The closing of the Notes Offering was a condition to AmeriGas Partners’ obligation to purchase Notes tendered in the Tender Offer, and the net proceeds of the Notes Offering have been or will be used to pay the purchase price for the Notes accepted in the Tender Offer. Any remaining net proceeds will be used to reduce AmeriGas Partners’ and its subsidiaries’ remaining indebtedness from time to time and for general business purposes.

Wells Fargo Securities, LLC and J.P. Morgan Securities LLC acted as joint book-running managers for the Notes Offering

This announcement is for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any note in any jurisdiction in which such an offer or solicitation, or the sale of these notes, would be unlawful without registration or qualification under the securities laws of such jurisdiction.

About AmeriGas Partners

AmeriGas Partners is the nation’s largest retail propane marketer, serving approximately 1.9 million residential, commercial, industrial, agricultural, wholesale and motor fuel customers in all 50 states from approximately 1,900 propane distribution locations. UGI Corporation, through subsidiaries, is the sole General Partner and owns 26% of AmeriGas Partners and the public owns the remaining 74%.

Forward-Looking Statements

This press release contains certain forward-looking statements that management believes to be reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control. You should read AmeriGas Partners’ Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, cost volatility and availability of propane, the capacity to transport propane to our market areas, increased customer conservation measures, changes in laws and regulations, the impact of pending and future legal proceedings, political, economic and regulatory conditions in the U.S. and abroad, competitive pressures, failure to acquire new customers and retain current customers, liability for environmental claims, adverse labor relations, customer, counterparty, supplier, or vendor defaults, capital market conditions, changes in commodity market prices, the interruption, disruption, failure or malfunction of our information technology systems (including due to cyber attack), liability for uninsured claims and for claims in excess of insurance coverage, including those for personal injury and property damage arising from explosions, terrorism, and other catastrophic events that may result from operating hazards and risks incidental to transporting, storing and distributing propane, butane and ammonia, and our ability to successfully integrate acquisitions and achieve anticipated synergies. AmeriGas Partners undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today.

 

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AmeriGas Partners, L.P.

Will Ruthrauff, 610-337-7000 ext. 6571

Shelly Oates, 610-337-7000 ext. 3202

 

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