AmeriGas Partners, L.P. (NYSE:APU) Files An 8-K Entry into a Material Definitive Agreement

AmeriGas Partners, L.P. (NYSE:APU) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement.

Amendment to Contingent Residual Support
Agreement

On February6, 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 January12, 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 $1.55billion of
senior notes comprised of two tranches consisting of $550million
due May20, 2020 and $1billion due May20, 2022 (the 7.00% Notes).
On January12, 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 Companys loan to the Partnership of
$1.5billion (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 Partnerships
Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission (the Commission) on January11,
2012. The CRSA Parties entered into amendments to the CRSA on
June20, 2016 and December13, 2016. The terms of the amendments to
the CRSA were described in and attached to the Partnerships
Current Reports on Form 8-K filed with the Commission on June20,
2016 and December13, 2016.

On February6,
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). 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 to the Call. Furthermore, the CRSA
Parties have agreed to terminate the CRSA once $450million of the
outstanding 7.00% Notes are properly tendered to the Tender Offer
and/or redeemed 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 $450million 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.

Item1.02 Termination of a Material Definitive
Agreement.

On February6,
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.

Item7.01 Regulation FD Disclosure.

On February6,
2017, the Partnership issued a press release announcing the
Partnerships intention to offer, subject to market and other
conditions, $525million of senior notes due 2027 (the New Notes).
The New Notes will be issued to an indenture entered into among
the Partnership and Finance Corp., as issuers, and U.S. Bank
National Association, as Trustee on June20, 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 February6,
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.

Item9.01 Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit

Number

Description

10.1 Amendment to Contingent Residual Support Agreement dated
February6, 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 February6, 2017 announcing the offering
of the New Notes.
99.2 Press Release dated February6, 2017 announcing the Tender
Offer.


About AmeriGas Partners, L.P. (NYSE:APU)

AmeriGas Partners, L.P. is a holding company. The Company is a retail propane distributor in the United States. It serves approximately two million residential, commercial, industrial, agricultural, wholesale and motor fuel customers in all 50 states from approximately 2,000 propane distribution locations. It operates through the segment that engages in the distribution of propane and related equipment and supplies. The Company conducts its business through its subsidiary, AmeriGas Propane, L.P. The Partnership also sells, installs and services propane appliances, including heating systems, and operates a residential heating, ventilation, air conditioning, plumbing, and related services business in certain counties of Pennsylvania, Delaware, and Maryland. The Partnership operates as an interstate carrier in all states across the continental United States. The Company’s AmeriGas Cylinder Exchange program enables consumers to purchase or exchange propane cylinders at retail locations.

AmeriGas Partners, L.P. (NYSE:APU) Recent Trading Information

AmeriGas Partners, L.P. (NYSE:APU) closed its last trading session 00.00 at 48.97 with 255,529 shares trading hands.

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