AmeriGas Partners, L.P. (NYSE:APU) Files An 8-K Entry into a Material Definitive AgreementItem 3.02 Entry into a Material Definitive Agreement.
On November7, 2017, AmeriGas Partners, L.P. (the “Partnership”) entered into a Standby Equity Commitment Agreement (the “Commitment Agreement”) by and among AmeriGas Propane, Inc., its General Partner (the “General Partner”), and UGI Corporation (“UGI”), which indirectly owns 50% of the General Partner. Under the terms of the Commitment Agreement, UGI has committed to make up to $225million of capital contributions to the Partnership through July1, 2019 (the “Commitment Period”). UGI’s capital contributions may be made from time to time during the Commitment Period upon request of the Partnership, acting through the sole discretion of the audit committee consisting of independent members of the board of directors of its General Partner (the “Audit Committee”). The Commitment Agreement includes customary representations, warranties and covenants of each of the parties, and the making of each capital contribution is subject to customary conditions.
In consideration for any capital contributions to the Commitment Agreement, the Partnership will issue to UGI or a wholly owned subsidiary new ClassB Common Units representing limited partner interests in the Partnership (“ClassB Units”). The ClassB Units will be issued at a price per unit equal to the 20-day volume-weighted average price of the Partnership’s common units (“Common Units”) prior to the date of the Partnership’s related capital call. The ClassB Units will be entitled to cumulative quarterly distributions at a rate equal to the annualized Common Unit yield at the time of the applicable capital call, plus 130 basis points. The Partnership, at the direction of the Audit Committee, may choose to make the distributions in cash or in kind in the form of additional ClassB Units. While outstanding, the Class B Units will not be subject to any incentive distributions from the Partnership. The ClassB Units will be entitled to vote on matters as provided in the Partnership’s Partnership Agreement (defined below) on an “as-converted” basis together with the Common Units as a single class.
At any time after 5 years from the initial issuance of the ClassB Units, holders may elect to convert all or any portion of the ClassB Units they own into Common Units on a one-for-one basis (as adjusted for customary anti-dilution protections). At any time after 6 years from the initial issuance of the ClassB Units, the Partnership may elect to convert all or any portion of the ClassB Units into Common Units if (i)the closing trading price of the Common Units is greater than 110% of the applicable purchase price for the ClassB Units and (ii)the Common Units are listed or admitted for trading on a National Securities Exchange. Upon certain events involving a Change of Control (as defined in the Amendment described below), and immediately prior to a liquidation or winding up of the Partnership, the ClassB Units will automatically convert into Common Units on a one-for-one basis (as adjusted for customary anti-dilution protections).
In connection with the initial issuance of ClassB Units, the General Partner will execute an amendment (the “Amendment”) to the Partnership’s Fourth Amended and Restated Agreement of Limited Partnership which will authorize and establish the rights and preferences of the ClassB Units and will make certain other changes of an administrative or immaterial nature. A form of the Amendment is attached as Exhibit A to the Commitment Agreement. In addition, in connection with the initial issuance of the ClassB Units, the Partnership and UGI will enter into a registration rights agreement, which will give the ClassB unitholders certain rights to require the Partnership to file and maintain one or more registration statements with respect to registering resales of the Common Units issuable to ClassB unitholders upon conversion of the ClassB Units, as well as certain “piggyback” registration rights.
The foregoing description of the Commitment Agreement does not purport to be complete and is qualified in its entirety by reference to the Commitment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities.
In connection with each closing under the Commitment Agreement, the Partnership will issue ClassB Units to UGI (or a wholly owned subsidiary of UGI) in a private transaction exempt from registration under Section4(a)(2) of the Securities Act of 1933, as amended. The information set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed herewith:
AMERIGAS PARTNERS LP ExhibitEX-10.1 2 d490334dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version STANDBY EQUITY COMMITMENT AGREEMENT by and among UGI CORPORATION,…To view the full exhibit click here
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.