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

Item1.01 Entry into a Material Definitive Agreement.

Amendment to Contingent Residual Support
Agreement

On December13, 2016, 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 $1.55 billion
of senior notes comprised of two tranches consisting of $550
million due May20, 2020 and $1 billion 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 $1.5 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 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 an amendment to
the CRSA on June20, 2016. The terms of the amendment to the CRSA
were described in and attached to the Partnerships Current Report
on Form 8-K filed with the Commission on June20, 2016.

On December13, 2016, the CRSA Parties entered into the CRSA
Amendment in connection with (i)the AmeriGas Parties desire to
purchase a portion of the outstanding 7.00% Notes through a
tender offer for cash, subject to market and other conditions
(the 7.00% Notes Tender Offer) and (ii)the issuance of the New
Notes (as defined in Item7.01 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 7.00% Notes Tender Offer. Under the CRSA
Amendment, promptly following the completion of the 7.00% Notes
Tender Offer, the AmeriGas Parties are required to advise ETP of
the amount by which the Support is decreased, such amount to be
equivalent to the principal amount of the 7.00% Notes that are
tendered. 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 December13, 2016, the Parties entered into the CRSA Amendment
to terminate certain obligations under the CRSA, as described in
Item1.01 above under the caption Amendment to Contingent Residual
Support Agreement.

Item7.01 Regulation FD Disclosure.

On December13, 2016, the Partnership issued a press release
announcing the Partnerships intention to offer, subject to market
and other conditions, $550 million of senior notes due 2025 (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 December13, 2016, the Partnership issued a press release
announcing a tender offer to purchase for cash up to $500,000,000
outstanding principal amount of the 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.

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 down -1.12 at 44.50 with 334,638 shares trading hands.