AmeriGas Partners, L.P. (NYSE:APU) Files An 8-K Other Events

AmeriGas Partners, L.P. (NYSE:APU) Files An 8-K Other Events

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Item8.01 Other Events.

On December28, 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 Partnerships 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 December27, 2016, and a total
of $500million 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 December28, 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 to
an Indenture, dated as of June27, 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 December28, 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 June27, 2016 as
Exhibit 4.1 to the Current Report on Form 8-K dated June27, 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.

Item9.01
Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit Number

Description

4.1 Second Supplemental Indenture, dated as of December28, 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 December28,
2016


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 47.29 with 307,235 shares trading hands.

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