VALLEY FORGE, Pa.--(BUSINESS WIRE)--
AmeriGas Partners, L.P. (NYSE: APU) (“AmeriGas Partners”) has commenced
an offer to purchase for cash up to $500,000,000 aggregate principal
amount of the 7.00% Senior Notes Due 2022 (the “Notes”) issued by its
wholly owned subsidiaries, AmeriGas Partners, L.P. and AmeriGas Finance
Corp. upon terms and subject to the conditions set forth in the Offer to
Purchase, dated December 13, 2016, and a related Letter of Transmittal.
Information relative to the tender offer is set forth in the table below.
* For each $1,000 principal amount of Notes, excluding any accrued and
unpaid interest, which will be paid in addition to the Tender Offer
Consideration or Total Consideration, as applicable.
** For each
$1,000 principal amount of Notes validly tendered on or prior to the
Early Participation Date (as defined below).
The tender offer will expire at 11:59 p.m., New York City time on
January 11, 2017, unless extended (such date and time, as the same may
be extended, the "Expiration Date"). Holders of the Notes who validly
tender their Notes pursuant to the offer by 5:00 p.m., New York City
time, December 27, 2016, unless extended (such date and time, as the
same may be extended, the "Early Participation Date"), will be paid, for
each $1,000 principal amount of the Notes accepted for purchase, cash in
an amount equal to $1,057.50 (the "Total Consideration"), which includes
an early participation payment of $30.00 per $1,000 principal amount of
Notes accepted for purchase (the "Early Participation Payment"). Holders
who validly tender their Notes after the Early Participation Date but
prior to the Expiration Date will be paid, for each $1,000 principal
amount of the Notes accepted for purchase, cash in an amount equal to
the Total Consideration minus the Early Participation Payment, or
$1,027.50 (the "Tender Offer Consideration").
Notes that are tendered and accepted for purchase at or prior to the
Early Participation Date will be settled only on the date that we refer
to as the "Initial Payment Date," which will promptly follow the Early
Participation Date. We currently expect the Initial Payment Date to be
December 28, 2016. Notes that are tendered and accepted for purchase
after the Early Participation Date but before the Expiration Date will
be settled only on the date that we refer to as the "Final Payment
Date," which will promptly follow the Expiration Date. We currently
expect the Final Payment Date to be January 12, 2017. If no additional
Notes are tendered after the Early Participation Date, or if the tender
offer is fully subscribed as of the Early Participation Date, there will
be no Final Payment Date.
In addition to the applicable Tender Offer Consideration or the Total
Consideration, as the case may be, all Notes accepted for purchase will
also receive accrued and unpaid interest on such Notes from the last
interest payment date to, but not including, the Initial Payment Date or
the Final Payment Date, as applicable, for the Notes.
Subject to the terms and conditions of the Offer to Purchase (and any
amendments or supplements thereto), we will accept for payment only
validly tendered Notes up to an aggregate principal amount of Notes
equal to $500,000,000. If the aggregate principal amount of Notes
validly tendered exceeds $500,000,000, proration will occur if we accept
Notes for purchase pursuant to the Offer to Purchase. If the aggregate
principal amount of Notes validly tendered as of the Early Participation
Date is less than $500,000,000, Notes validly tendered after the Early
Participation Date may be subject to proration, whereas Notes validly
tendered at or prior to the Early Participation Date will not be subject
to proration. If the aggregate principal amount of Notes validly
tendered on or prior to the Early Participation Date exceeds
$500,000,000, we will not accept any Notes for purchase after the Early
Participation Date, there will be no Final Payment Date and Notes
tendered on or prior to the Early Participation Date will be subject to
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 offer.
We reserve the right to increase the aggregate principal amount of Notes
to be accepted at any time, subject to compliance with applicable law,
which could result in purchasing a greater principal amount of Notes in
the tender offer. There can be no assurance that we will exercise our
right to increase the aggregate principal amount to be accepted.
Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City
time, on December 27, 2016, unless extended.
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.
In connection with the tender offer, AmeriGas Partners has retained
Wells Fargo Securities, LLC as the Dealer Manager. Questions regarding
the tender offer should be directed to Wells Fargo Securities, LLC at
866-309-6316 (toll free) or 704-410-4760. The complete terms and
conditions of the offer are set forth in the Offer to Purchase and the
related Letter of Transmittal, each dated December 13, 2016. Holders are
urged to read those documents carefully. Requests for 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.
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%.
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, the capacity to transport propane to our market areas,
increased customer conservation measures, changes in laws and
regulations, the impact of pending and future legal proceedings,
political, economic and regulatory conditions in the U.S. and abroad,
competitive pressures, failure to acquire new customers and retain
current customers, liability for environmental claims, adverse labor
relations, customer, counterparty, supplier, or vendor defaults, capital
market conditions, changes in commodity market prices, the interruption,
disruption, failure or malfunction of our information technology systems
(including due to cyber attack), liability for uninsured claims and for
claims in excess of insurance coverage, including those for personal
injury and property damage arising from explosions, terrorism, and other
catastrophic events that may result from operating hazards and risks
incidental to transporting, storing and distributing propane, butane and
ammonia, and our ability to successfully integrate acquisitions and
achieve anticipated synergies. AmeriGas Partners undertakes no
obligation to release revisions to its forward-looking statements to
reflect events or circumstances occurring after today.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161213005715/en/
Source: AmeriGas Partners, L.P.