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): February 6, 2017

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 1.01	Entry into a Material Definitive Agreement.	
Amendment to Contingent Residual Support Agreement
On February 6, 2017, AmeriGas Partners, L.P. (the “Partnership”) entered into an Amendment to the Contingent Residual Support Agreement (the “CRSA Amendment”), with Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), AmeriGas Finance LLC, a Delaware limited liability company (“Finance Company”), AmeriGas Finance Corp., a Delaware corporation (“Finance Corp.”) and UGI Corporation, a Pennsylvania corporation (“UGI”). Finance Company, Finance Corp. and the Partnership may hereinafter be referred to collectively as the “AmeriGas Parties”.
Under the Indenture dated January 12, 2012 (the “January 2012 Indenture”), by and among Finance Company and Finance Corp., the Partnership, as guarantor, and U.S. Bank National Association, as trustee, Finance Company and Finance Corp. issued $1.55 billion of senior notes comprised of two tranches consisting of $550 million due May 20, 2020 and $1 billion due May 20, 2022 (the “7.00% Notes”). On January 12, 2012, the AmeriGas Parties, UGI, and ETP (together, the “CRSA Parties”) entered into the Contingent Residual Support Agreement (the “CRSA”), relating to the contingent residual support (the “Support”) that ETP agreed to provide to Finance Company in furtherance of Finance Company’s loan to the Partnership of $1.5 billion (the “Initial Supported Debt”) and setting forth, among other things, terms and conditions under which the Initial Supported Debt and the Senior Notes may be refinanced. The terms of the CRSA were described in and attached to the Partnership’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 11, 2012. The CRSA Parties entered into amendments to the CRSA on June 20, 2016 and December 13, 2016. The terms of the amendments to the CRSA were described in and attached to the Partnership’s Current Reports on Form 8-K filed with the Commission on June 20, 2016 and December 13, 2016.
On February 6, 2017, the CRSA Parties entered into the CRSA Amendment in connection with (i) the AmeriGas Parties’ desire to purchase any and all outstanding 7.00% Notes through a tender offer for cash, subject to market and other conditions (the “Tender Offer”), (ii) to the extent that less than all of the outstanding 7.00% Notes are tendered in the Tender Offer, the subsequent call (redemption) for those 7.00% Notes that are not tendered (the “Call”) and (iii) the issuance of the New Notes (as defined in Item 7.01 below). Pursuant to the CRSA Amendment, the CRSA Parties have agreed to terminate their respective obligations under the CRSA relating to those 7.00% Notes that are properly tendered in the Tender Offer or properly redeemed pursuant to the Call. Furthermore, the CRSA Parties have agreed to terminate the CRSA once $450 million of the outstanding 7.00% Notes are properly tendered pursuant to the Tender Offer and/or redeemed pursuant to the Call. Under the CRSA Amendment, promptly following the completion of the Tender Offer or, to the extent less than all of the outstanding 7.00% Notes are tendered in the Tender Offer, the Call, the AmeriGas Parties are required to advise ETP of the amount by which the Support is decreased, such amount to be equivalent to $450 million of the outstanding 7.00% Notes. The New Notes will not be subject to the CRSA.
The foregoing description of the CRSA Amendment is qualified in its entirety by reference to the CRSA Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
 
Item 1.02	Termination of a Material Definitive Agreement.	
On February 6, 2017, the Parties entered into the CRSA Amendment to terminate certain obligations under the CRSA and, once certain conditions are satisfied, to terminate the CRSA, as described in Item 1.01 above under the caption “Amendment to Contingent Residual Support Agreement.”
 
Item 7.01	Regulation FD Disclosure.	
On February 6, 2017, the Partnership issued a press release announcing the Partnership’s intention to offer, subject to market and other conditions, $525 million of senior notes due 2027 (the “New Notes”). The New Notes will be issued pursuant to an indenture entered into among the Partnership and Finance Corp., as issuers, and U.S. Bank National Association, as Trustee on June 20, 2016. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Also on February 6, 2017, the Partnership issued a press release announcing a tender offer to purchase for cash any and all outstanding 7.00% Senior Notes. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.	
(d) Exhibits.

Exhibit
Number	  	Description	
		
10.1	  	Amendment to Contingent Residual Support Agreement dated February 6, 2017, among Energy Transfer Partners, L.P., AmeriGas Finance LLC, AmeriGas Finance Corp., AmeriGas Partners, L.P., and for certain limited purposes only, UGI Corporation.	
		
99.1	  	Press Release dated February 6, 2017 announcing the offering of the New Notes.	
		
99.2	  	Press Release dated February 6, 2017 announcing the Tender Offer.	

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.	
			
February 6, 2017	 	By:	 	/s/ G. Gary Garcia	
	 		 	Name:	 		 	G. Gary Garcia	
	 		 	Title:	 		 	Treasurer of AmeriGas Propane, Inc., the
general partner of AmeriGas Partners, L.P.	

EXHIBIT INDEX

Exhibit
Number	  	Description	
		
10.1	  	Amendment to Contingent Residual Support Agreement dated February 6, 2017, among Energy Transfer Partners, L.P., AmeriGas Finance LLC, AmeriGas Finance Corp., AmeriGas Partners, L.P., and for certain limited purposes only, UGI Corporation.	
		
99.1	  	Press Release dated February 6, 2017 announcing the offering of the New Notes.	
		
99.2	  	Press Release dated February 6, 2017 announcing the Tender Offer.	

Exhibit 10.1
AMENDMENT TO CONTINGENT RESIDUAL SUPPORT AGREEMENT
This Amendment to Contingent Residual Support Agreement (the “ Third Amendment ”) is among ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership (“ ETP ”), AMERIGAS FINANCE LLC, a Delaware limited liability company (“ Finance Company ”), AMERIGAS FINANCE CORP., a Delaware corporation (“ Finance Corp ”), AMERIGAS PARTNERS, L.P., a Delaware limited partnership (“ AmeriGas ”) and, UGI CORPORATION, a Pennsylvania corporation (“ UGI ”). Finance Company, Finance Corp and AmeriGas may hereinafter be referred to collectively as the “ AmeriGas Parties ”. ETP, the AmeriGas Parties and UGI may hereinafter be referred to collectively as the “ Parties .”
WHEREAS, pursuant to that certain indenture dated January 12, 2012 (the “ Indenture ”), Finance Company and Finance Corp issued $1.55 billion of senior notes comprised of two tranches consisting of $550 million that mature on May 20, 2020 (the “ 6.75% Notes ”) and $1 billion that mature on May 20, 2022 (the “ 7.00% Notes ”). The 6.75% Notes and the 7.00% Notes are referred to collectively as the “ Senior Notes ”;
WHEREAS, the Parties entered into that certain Contingent Residual Support Agreement, dated as of January 12, 2012 (the “ Agreement ”), relating to the contingent residual support (the “ Support ”) that ETP agreed to provide to Finance Company in furtherance of Finance Company’s loan to AmeriGas of $1.5 billion (the “ Initial Supported Debt ”) and setting forth, among other things, terms and conditions under which the Initial Supported Debt and the Senior Notes may be refinanced;
WHEREAS, the Parties entered into that certain Amendment to Contingent Residual Support Agreement, dated June 20, 2016 (the “ First Amendment ”), whereby the Parties agreed to terminate their respective obligations under the Agreement relating to the 6.75% Notes in connection with the AmeriGas Parties’ tender and subsequent call of the 6.75% Notes and AmeriGas and Finance Corp. issued a new series of senior notes that are not subject to the Agreement;
WHEREAS, the Parties entered into that certain Amendment to Contingent Residual Support Agreement, dated December 13, 2016 (the “ Second Amendment ”), whereby the Parties agreed to terminate their respective obligations under the Agreement relating to $500 million of outstanding 7.00% Notes in connection with a tender by AmeriGas and Finance Corp. and AmeriGas and Finance Corp. issued a new series of senior notes that are not subject to the Agreement;
WHEREAS, the AmeriGas Parties now desire to purchase all of the outstanding 7.00% Notes as a result of (i) a tender offer for cash (the “ Tender Offer ”) and to the extent that less than all of the outstanding 7.00% Notes are tendered in the Tender Offer, (ii) a subsequent call (redemption) made pursuant to Article XI of the Indenture for those 7.00% Notes, if any, that are not tendered in the Tender Offer (the “ Call ”);

WHEREAS, the AmeriGas Parties intend to fund the Tender Offer and subsequent Call by using a portion of the proceeds from the issuance by AmeriGas and Finance Corp of a new series of senior notes (“ New Notes ”); and
WHEREAS, upon the tender and/or redemption of $450 million of the 7.00% Notes, the Parties wish to terminate ETP’s Support and release the Parties from their respective obligations under the Agreement.
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:
Section 1.     Termination . The Parties hereby agree to terminate the respective obligations of the Parties under the Agreement relating to those 7.00% Notes that are properly tendered in the Tender Offer and to the extent that less than all of the outstanding 7.00% Notes are tendered in the Tender Offer the respective obligations of the Parties under the Agreement relating to those 7.00% Notes that Finance Company and Finance Corp properly redeem pursuant to the Call. Furthermore, the Parties agree that the Agreement will terminate at such time as $450 million of the outstanding 7.00% Notes are properly tendered pursuant to the Tender Offer and/or redeemed pursuant to the Call. For the avoidance of doubt, this Third Amendment, together with First Amendment and Second Amendment, shall terminate the Agreement, including all rights and obligations of the Parties thereunder, and the Parties agree that no payment is due to ETP under Section 6 of the Agreement in connection with this Third Amendment or the Tender Offer or Call of the 7.00% Notes.
Section 2.      Notices of Completion of Tender Offer and Call . Promptly following the completion of each of the Tender Offer and to the extent that less than all of the outstanding 7.00% Notes are tendered in the Tender Offer, the Call, the AmeriGas Parties agree to advise ETP of the amount by which the Support is decreased, such amount, in the aggregate, to be equivalent to $450 million of the outstanding 7.00% Notes.
Section 3.      New Notes Shall Not be Subject to the Agreement. Each of the Parties hereby acknowledges and agrees that the New Notes shall not be deemed Refinancing Senior Notes under the Agreement and that the respective obligations of the Parties under the Agreement shall not apply to the New Notes.
Section 4.      Counterparts. This Third Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same counterpart. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart.
Section 5.      Section Headings . Section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Third Amendment.
 
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Section 6.     Governing Law . This Third Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard for the conflicts of laws provisions thereunder.
[signature page follows]
 
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IN WITNESS WHEREOF, the Parties hereto have caused this Third Amendment to be duly executed and effective as of the day and year last written below.

ENERGY TRANSFER PARTNERS, L.P.	
		
By:	 	Energy Transfer Partners GP, L.P., its general partner	
		
By:	 	Energy Transfer Partners, L.L.C., its general partner	
		
By:	 	/s/ Thomas E. Long	
Name:	 	Thomas E. Long	
Title:	 	Chief Financial Officer	
Date:	 	February 6, 2017	
	
AMERIGAS FINANCE LLC	
		
By:	 	AmeriGas Partners, L.P., its sole member	
	
        By:   AmeriGas Propane, Inc., its general partner	
		
By:	 	/s/ Hugh J. Gallagher	
Name:	 	Hugh J. Gallagher	
Title:	 	Vice President – Finance and Chief Financial Officer	
Date:	 	February 6, 2017	
	
AMERIGAS FINANCE CORP.	
		
By:	 	/s/ Hugh J. Gallagher	
Name:	 	Hugh J. Gallagher	
Title:	 	Vice President – Finance and Chief Financial Officer	
Date:	 	February 6, 2017	
	
AMERIGAS PARTNERS, L.P.	
		
By:	 	AmeriGas Propane, Inc., its general partner	
		
By:	 	/s/ Hugh J. Gallagher	
Name:	 	Hugh J. Gallagher	
Title:	 	Vice President – Finance and Chief Financial Officer	
Date:	 	February 6, 2017	
[Signatures continue on next page]
 
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ACKNOWLEDGED AND AGREED TO BY:	
	
UGI CORPORATION	
		
By:	 	/s/ John L. Walsh	
Name:	 	John L. Walsh	
Title:	 	President and Chief Executive Officer	
Date:	 	February 6, 2017	
 
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Exhibit 99.1

	
P. O. Box 965, Valley Forge, PA 19482    (610) 337-7000

Contact:    	  	610-337-7000	  		  	For Immediate Release:	  		
	  	Will Ruthrauff, ext. 6571	  		  	February 6, 2017	  		
	  	Shelly Oates, ext. 3202	  		  		  		
AmeriGas Partners, L.P. to Issue Notes
VALLEY FORGE, Pa.— AmeriGas Partners, L.P. (NYSE: APU) (“AmeriGas Partners”) announced today that it and its wholly owned subsidiary, AmeriGas Finance Corp. (the “Co-Issuer”), intend to offer, subject to market and other conditions, $525,000,000 in aggregate principal amount of senior notes due 2027 in a registered public offering. The net proceeds from the offering will be used to finance AmeriGas Partners’ tender offer for any and all of the outstanding 7.00% Senior Notes due 2022 and any remaining net proceeds will be used for general business purposes.
J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book-running managers for the notes offering.
This offering is being made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission, and this offering is being made only by means of a prospectus supplement for this offering and a related base prospectus dated June 20, 2016. You may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov. Copies of the prospectus supplement and the related base prospectus may also be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by calling 866-803-9204.
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%.

							
AmeriGas Partners, L.P. to Issue Notes	  	 	  	 	  	Page 2	
 
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, increased customer conservation measures, the capacity to transport propane to our market areas, the impact of pending and future legal proceedings, liability for uninsured claims and for claims in excess of insurance coverage, political, economic and regulatory conditions in the U.S. and abroad, our ability to successfully integrate acquisitions and achieve anticipated synergies, and the interruption, disruption, failure, malfunction, or breach of our information technology systems, including due to cyber-attack. 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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Exhibit 99.2

	
P. O. Box 965, Valley Forge, PA 19482    (610) 337-7000

Contact:    	  	610-337-7000	  		  	For Immediate Release:	
	  	Will Ruthrauff, ext. 6571	  		  	February 6, 2017	
	  	Shelly Oates, ext. 3202	  		  		
AmeriGas Partners, L.P. Commences Cash Tender Offer for any and all of its Outstanding 7.00% Senior Notes due 2022
VALLEY FORGE, Pa – AmeriGas Partners, L.P. (NYSE: APU) (“AmeriGas Partners”) has commenced an offer to purchase for cash any and all of the outstanding 7.00% Senior Notes due 2022 (the “Notes”) issued by its wholly owned subsidiaries, AmeriGas Finance LLC and AmeriGas Finance Corp. upon terms and subject to the conditions set forth in the Offer to Purchase, dated February 6, 2017, and the related Letter of Transmittal and Notice of Guaranteed Delivery.
Notes validly tendered and not validly withdrawn at or prior to 5 p.m. New York City time on February 10, 2017 (the “Expiration Date”) will be eligible to receive a purchase price of $1,050.00 per $1,000 principal amount of Notes tendered.
Tendering holders will also receive accrued and unpaid interest from the last applicable interest payment date to, but not including, the settlement date of the tender offer.
Tendered Notes can only be withdrawn before 5 p.m., New York City time on the Expiration Date (the “Withdrawal Deadline”). Following the Withdrawal Deadline, holders who have tendered their Notes may not withdraw such Notes unless AmeriGas Partners is required to extend withdrawal rights under applicable law.
AmeriGas Partners expressly reserves the right, in its sole discretion, subject to applicable law, to terminate the tender offer at any time prior to the Expiration Date. AmeriGas Partners will not be required to purchase any of the Notes tendered unless certain conditions have been satisfied, including the receipt of the net proceeds of a public offering of debt securities in an amount sufficient to pay the aggregate consideration payable pursuant to the tender offer.
This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes. Any offer to purchase the Notes will be made by means of an Offer to Purchase and related Letter of Transmittal. No offer to purchase will be made in any jurisdiction in which such an offer to purchase would be unlawful.

Page 2
 
AmeriGas Partners, L.P. Commences Cash Tender Offer for any and all of its Outstanding 7.00% Senior Notes due 2022
In connection with the tender offer, AmeriGas Partners has retained J.P. Morgan Securities LLC as the Dealer Manager. Questions regarding the tender offer should be directed to J.P. Morgan Securities LLC at 383 Madison Avenue, New York, NY 10179, Attn: Liability Management Group or by calling collect at (212) 834-4811 or toll-free at (866) 834-4666. Requests for copies of the Offer to Purchase and related 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. These documents are also available at www.dfking.com/ugi .
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, increased customer conservation measures, the capacity to transport propane to our market areas, the impact of pending and future legal proceedings, liability for uninsured claims and for claims in excess of insurance coverage, political, economic and regulatory conditions in the U.S. and abroad, our ability to successfully integrate acquisitions and achieve anticipated synergies, and the interruption, disruption, failure, malfunction, or breach of our information technology systems, including due to cyber-attack. 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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