Obbligazione AmeriGas Financial LLC 5.625% ( US030981AH76 ) in USD

Emittente AmeriGas Financial LLC
Prezzo di mercato 100 USD  ▼ 
Paese  Stati Uniti
Codice isin  US030981AH76 ( in USD )
Tasso d'interesse 5.625% per anno ( pagato 2 volte l'anno)
Scadenza 20/05/2024 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione AmeriGas Finance LLC US030981AH76 in USD 5.625%, scaduta


Importo minimo 2 000 USD
Importo totale 675 000 000 USD
Cusip 030981AH7
Standard & Poor's ( S&P ) rating N/A
Moody's rating Ba3 ( Non-investment grade speculative )
Descrizione dettagliata AmeriGas Finance LLC č una societā di finanziamento di proprietā di AmeriGas Propane, specializzata nel fornire soluzioni finanziarie per l'acquisto di apparecchiature e servizi relativi al propano.

The Obbligazione issued by AmeriGas Financial LLC ( United States ) , in USD, with the ISIN code US030981AH76, pays a coupon of 5.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 20/05/2024

The Obbligazione issued by AmeriGas Financial LLC ( United States ) , in USD, with the ISIN code US030981AH76, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.







424B2
424B2 1 d207873d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Amount
maximum
maximum
Title of each class of
to be
offering price
aggregate
Amount of
securities to be registered

registered

per note

offering price
registration fee (1)
5.625% Senior Notes due 2024

$675,000,000

100.000%

$675,000,000

$67,972.50
5.875% Senior Notes due 2026

$675,000,000

100.000%

$675,000,000

$67,972.50


(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-212117
333-212117-01

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 20, 2016
$1,350,000,000


AmeriGas Partners, L.P.
AmeriGas Finance Corp.
5.625% Senior Notes due 2024
5.875% Senior Notes due 2026


AmeriGas Partners, L.P. ("AmeriGas Partners") and AmeriGas Finance Corp. ("AmeriGas Finance" and, together with AmeriGas Partners, the
"Issuers") are offering $1,350,000,000 in aggregate principal amount of senior notes, including $675,000,000 in aggregate principal amount of 5.625% Senior
Notes due 2024 (the "2024 notes") and $675,000,000 in aggregate principal amount of 5.875% Senior Notes due 2026 (the "2026 notes" and, together with the
2024 notes, the "notes"). The 2024 notes will bear interest at the rate of 5.625% per annum and will mature on May 20, 2024 and the 2026 notes will bear
interest at the rate of 5.875% per annum and will mature on August 20, 2026. Interest on the 2024 notes is payable on May 20 and November 20 of each year,
beginning on November 20, 2016 and interest on the 2026 notes is payable on February 20 and August 20 of each year, beginning on August 20, 2016.
The Issuers may redeem some or all of the notes at any time prior to March 20, 2024 (two months prior to the maturity date) in the case of the
2024 notes and May 20, 2026 (three months prior to the maturity date) in the case of the 2026 notes, in each case at a redemption price equal to 100% of the
principal amount of the notes being redeemed, plus a "make whole" premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable
redemption date. At any time on or after March 20, 2024 (two months prior to the maturity date) in the case of the 2024 notes and May 20, 2026 (three months
prior the maturity date) in the case of the 2026 notes, the Issuers may redeem such series of notes, in whole or in part, at any time at a redemption price equal
to 100% of the principal amount of the notes of such series, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. See
"Description of Notes--Optional Redemption" in this prospectus supplement. There is no sinking fund for the notes.
The Issuers' obligations with respect to the notes will be joint and several. The notes will be unsecured senior obligations of the Issuers and will
rank equally with all of the Issuers' existing and future senior indebtedness. The notes are effectively subordinated to any of the Issuers' secured indebtedness
to the extent of the value of the assets securing such indebtedness, and the indebtedness and other liabilities of AmeriGas Propane, L.P., AmeriGas Partners'
operating partnership, and its subsidiaries.
Investing in the notes involves risks. See "Risk Factors" in AmeriGas Partners' Annual Report on Form 10-K
for the fiscal year ended September 30, 2015, as amended, which is incorporated by reference into this prospectus
https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


424B2
supplement, and "Risk Factors" beginning on page S-11 of this prospectus supplement, for a discussion of the factors
you should carefully consider before purchasing these securities.



Per 2024
2024 Notes
Per 2026
2026 Notes

Note
Total
Note
Total

Public offering price (1)
100.000% $675,000,000 100.000% $675,000,000
Underwriting discounts and commissions

1.230% $
8,302,500
1.230% $
8,302,500
Proceeds to the Issuers (before expenses) (1)
98.770% $666,697,500 98.770% $666,697,500


(1)
Plus accrued interest, if any, from June 27, 2016.
Delivery of the notes in book-entry form only will be made on or about June 27, 2016.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Joint Book-Running Managers

BofA Merrill Lynch

Citigroup
J.P. Morgan
Wells Fargo Securities


Senior Co-Managers

Citizens Capital Markets, Inc.

PNC Capital Markets LLC


Co-Managers

BB&T Capital Markets

BNY Mellon Capital Markets, LLC

Santander

TD Securities


The date of this prospectus supplement is June 20, 2016.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

FORWARD-LOOKING STATEMENTS
S-ii
SUMMARY
S-1
RISK FACTORS
S-11
USE OF PROCEEDS
S-16
CAPITALIZATION
S-17
DESCRIPTION OF NOTES
S-18
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
S-20
UNDERWRITING
S-24
LEGAL MATTERS
S-28
WHERE YOU CAN FIND MORE INFORMATION
S-29
Prospectus

ABOUT THIS PROSPECTUS

1
ABOUT AMERIGAS PARTNERS, L.P.

1
ABOUT AMERIGAS FINANCE CORP.

2
RATIO OF EARNINGS TO FIXED CHARGES

2
USE OF PROCEEDS

2
DESCRIPTION OF THE DEBT SECURITIES

3
PLAN OF DISTRIBUTION

35
LEGAL MATTERS

36
https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


424B2
EXPERTS

36
INCORPORATION OF DOCUMENTS BY REFERENCE

36
WHERE YOU CAN FIND MORE INFORMATION

37


We have not, and the underwriters have not, authorized anyone to provide any information other than that incorporated by
reference or contained in this prospectus supplement or the accompanying prospectus or in any free writing prospectus prepared by or on
behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. We are not making an offer of these securities in any jurisdiction where the offer is not
permitted. You should not assume that the information contained in or incorporated by reference into this prospectus supplement or the
accompanying prospectus is accurate as of any date other than the date of the applicable document.
This document is in two parts. The first part is the prospectus supplement, which describes our business and the specific terms of
this offering. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this
offering. Generally, when we refer only to the "prospectus," we are referring to both parts combined. If the description of the offering
varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus
supplement.

S-i
Table of Contents
FORWARD-LOOKING STATEMENTS
Information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus may contain
forward-looking statements. Such statements use forward-looking words such as "believe," "plan," "anticipate," "continue," "estimate," "expect,"
"may," or other similar words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in
the future.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe
that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that actual results almost
always vary from assumed facts or bases, and the differences between actual results and assumed facts or bases can be material, depending on the
circumstances. When considering forward-looking statements, you should keep in mind the following important factors that could affect our future
results and could cause those results to differ materially from those expressed in our forward-looking statements:


· adverse weather conditions resulting in reduced demand;


· cost volatility and availability of propane, and the capacity to transport propane to our customers;


· the availability of, and our ability to consummate, acquisition or combination opportunities;


· successful integration and future performance of acquired assets or businesses and achievement of anticipated synergies;


· changes in laws and regulations, including safety, tax, consumer protection and accounting matters;


· competitive pressures from the same and alternative energy sources;


· failure to acquire new customers and retain current customers thereby reducing or limiting any increase in revenues;


· liability for environmental claims;

· increased customer conservation measures due to high energy prices and improvements in energy efficiency and technology

resulting in reduced demand;


· adverse labor relations;

https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


424B2

· large customer, counterparty or supplier defaults;

· liability in excess of insurance coverage for personal injury and property damage arising from explosions and other catastrophic

events, including acts of terrorism, resulting from operating hazards and risks incidental to transporting, storing and distributing
propane, butane and ammonia;


· political, regulatory and economic conditions in the United States and foreign countries;


· capital market conditions, including reduced access to capital markets and interest rate fluctuations;


· changes in commodity market prices resulting in significantly higher cash collateral requirements;


· the impact of pending and future legal proceedings; and


· the timing and success of our acquisitions and investments to grow our business.

S-ii
Table of Contents
These factors, and the factors addressed under the heading "Risk Factors" in this prospectus supplement and "Risk Factors" in AmeriGas
Partners' Annual Report on Form 10-K for the fiscal year ended September 30, 2015, as amended, are not necessarily all of the important factors
that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable
factors could also have material adverse effects on our business, financial condition or future results. We undertake no obligation to update
publicly any forward-looking statement whether as a result of new information or future events except as required by the federal securities laws.


This offer may be withdrawn at any time prior to the closing of the offering, and the offering is subject to the terms of this prospectus
supplement. We and the underwriters also reserve the right to reject any offer to purchase notes in whole or in part for any reason and to allot to
any prospective investor less than the full amount of notes sought by such investor.

S-iii
Table of Contents
SUMMARY
The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and
financial statements (including the accompanying notes) appearing elsewhere in, or incorporated by reference into, this prospectus
supplement and the accompanying prospectus. Unless the context otherwise indicates, "AmeriGas Partners," the "Partnership," "we,"
"our," "ours," and "ourselves" refer to AmeriGas Partners, L.P. itself or AmeriGas Partners, L.P. and its subsidiaries on a consolidated
basis, which includes AmeriGas Finance Corp., and our operating partnership, AmeriGas Propane, L.P. References to our "general partner"
refer to AmeriGas Propane, Inc.; references to "AmeriGas Propane" or our "operating partnership" refer to AmeriGas Propane, L.P.;
references to "AmeriGas Finance" refer to AmeriGas Finance Corp.; and references to the "Issuers" refer to AmeriGas Partners, L.P. and
AmeriGas Finance Corp. References to "fiscal year" are to our fiscal years ending September 30; for example, references to "fiscal 2015"
are to our fiscal year ended September 30, 2015.
Our Business
We are a publicly traded limited partnership formed under Delaware law on November 2, 1994, and are the largest retail propane
distributor in the United States based on the volume of propane gallons distributed annually. AmeriGas Propane, Inc. is our general partner and
is responsible for managing our operations. We are a holding company, and we conduct our business principally through our operating
partnership, AmeriGas Propane, L.P.
We serve approximately 2 million residential, commercial, industrial, agricultural, wholesale and motor fuel customers in all 50
https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


424B2
states from approximately 2,000 propane distribution locations. In addition to distributing propane, we also sell, install and service propane
appliances, including heating systems, and operate a residential heating, ventilation, air conditioning, plumbing, and related services business
in certain counties of Pennsylvania, Delaware, and Maryland. Typically, we are located in suburban and rural areas where natural gas is not
readily available. Our local offices generally consist of a business office and propane storage. As part of our overall transportation and
distribution infrastructure, we operate as an interstate carrier in all states throughout the continental United States.
We sell propane primarily to residential, commercial/industrial, motor fuel, agricultural and wholesale customers. We distributed
over 1.2 billion gallons of propane in fiscal 2015. Approximately 96% of our fiscal 2015 sales (based on gallons sold) were to retail accounts
and approximately 4% were to wholesale and supply customers. The following percentages approximate the customer breakdown of retail
gallons sold in fiscal 2015 consisting of the following: 39% to residential customers; 36% to commercial/industrial customers; 15% to motor
fuel customers; and 6% to agricultural customers. Transport gallons, which are large-scale deliveries to retail customers other than residential,
accounted for 4% of fiscal 2015 retail gallons. No single customer represents, or is anticipated to represent, more than 5% of our consolidated
revenues.
We also continue to expand our AmeriGas Cylinder Exchange ("ACE") program. At September 30, 2015, ACE Cylinders were
available at nearly 48,500 retail locations throughout the United States. Sales of our ACE Cylinders to retailers are included in
commercial/industrial sales. The ACE program enables customers to purchase or exchange propane cylinders at various retail locations such as
home centers, gas stations, mass merchandisers and grocery and convenience stores. We also supply retailers with large propane tanks to
enable retailers to replenish customers' propane cylinders directly at the retailer's location.
Residential and commercial customers use propane primarily for heating, water heating and cooking purposes. Commercial users
include hotels, restaurants, churches, warehouses, and retail stores. Industrial customers use propane to fire furnaces, as a cutting gas and in
other process applications. Other industrial customers are large-scale heating accounts and local gas utility customers who use propane as a
supplemental


S-1
Table of Contents
fuel to meet peak load deliverability requirements. As a motor fuel, propane is burned in internal combustion engines that power over-the-
road vehicles, forklifts, commercial lawn mowers and stationary engines. Agricultural uses include tobacco curing, chicken brooding, crop
drying, and orchard heating. In our wholesale operations, we principally sell propane to large industrial end-users and other propane
distributors.
The common units of AmeriGas Partners, representing limited partner interests, trade on the New York Stock Exchange under the
symbol "APU."
Our executive offices are located at 460 North Gulph Road, King of Prussia, Pennsylvania 19406. Our telephone number is (610)
337-7000 and our website address is http://www.amerigas.com. The information on our website does not constitute a part of this prospectus
supplement. The reference to our website address is intended as an inactive textual reference only.
Our Strategy
Our strategy is to grow by (i) pursuing opportunistic acquisitions, (ii) developing internal sales and marketing programs to improve
customer service and attract and retain customers, and (iii) leveraging our scale and driving productivity. We regularly consider and evaluate
opportunities for growth through the acquisition of local, regional and national propane distributors. We compete for acquisitions with others
engaged in the propane distribution business. During fiscal 2015, we completed the acquisition of nine propane distribution businesses. We
expect that internal growth will be provided in part from the continued expansion of our ACE program, through which consumers can
purchase propane cylinders or exchange propane cylinders at various retail locations, and our National Accounts program, through which we
encourage multi-location propane users to enter into a supply agreement with us rather than with many suppliers. In addition, we strive to
achieve superior safety performance.
Our Competitive Strengths
Scale as largest U.S. retail propane distributor
https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


424B2
For the twelve months ended September 30, 2015, we distributed over 1.2 billion gallons of propane, with approximately 96% of
our sales (based on gallons sold) to retail accounts. We operate an extensive storage and distribution network in order to transport propane to
local market distribution locations, positioning us to serve propane consumers in all 50 states.
Geographic and customer diversity
For the twelve months ended September 30, 2015, we served approximately 2 million residential, commercial/industrial, motor fuel,
agricultural and wholesale customers in all 50 states. Our broad national footprint reduces our exposure to adverse warm weather patterns in
any one area of the United States. Our geographic coverage and scale also enable us to enter strategic relationships with large home centers,
railroads, gas stations, convenience stores and other types of businesses with multiple locations.
Track record of successful acquisition integration
We have a track record of integrating large acquisitions. We have completed over 100 acquisitions since our initial public offering
in 1995.
Strong credit profile
Our financial performance over the last few years has demonstrated our commitment to maintaining a strong credit profile.


S-2
Table of Contents
Our Structure
AmeriGas Propane, Inc., our sole general partner and a wholly owned indirect subsidiary of UGI Corporation (NYSE: UGI),
manages our activities and conducts our business. We also utilize the employees of, and management services provided by, UGI Corporation.
The chart below depicts our basic corporate structure. The percentages reflected in the following chart represent individual
ownership interests in us and our general partner.


AmeriGas Finance Corp. is one of our wholly owned subsidiaries. It has nominal assets and does not and will not conduct any
https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


424B2
operations or have any employees. It was formed in 1995 for the sole purpose of acting as an issuer or co-obligor of debt securities that we
may issue or guarantee from time to time. AmeriGas Finance Corp. acts as issuer or co-obligor for our notes solely to allow certain
institutional investors that might otherwise not be able to invest in our securities, either because we are a limited partnership or by reason of
the legal investment laws of their states of organization or their charters, to invest in our debt securities.
AmeriGas Finance LLC is one of our wholly owned subsidiaries. It has nominal assets and does not conduct any operations or have
any employees. It was formed in 2011 for the sole purpose of acting as an issuer or co-obligor of debt securities that we may issue or
guarantee from time to time. It acted as co-issuer of the 7.000% Senior Notes due 2022 and the 6.750% Senior Notes due 2020 that were
issued by it and AmeriGas Finance Corp. and guaranteed by AmeriGas Partners and that we intend to repay with a portion of the proceeds of
this offering, as described under "Tender Offers" and "Use of Proceeds" below.
Tender Offers
On June 20, 2016, we commenced offers to purchase (the "Tender Offers") for cash any and all of our outstanding 6.250% Senior
Notes due 2019 and 6.500% Senior Notes due 2021 and the outstanding 6.750% Senior Notes due 2020 that were issued by AmeriGas Finance
Corp. and AmeriGas Finance LLC and guaranteed by AmeriGas Partners. We intend to use the proceeds from this offering to fund the
purchase of notes validly


S-3
Table of Contents
tendered and accepted for payment in the Tender Offers. If any of these notes are not tendered into the Tender Offers, we intend to deliver a
redemption notice to redeem such notes with the proceeds of this offering following completion of this offering. We cannot assure you that the
Tender Offers will be completed on the terms described in this prospectus supplement, or at all. Nothing in this prospectus supplement should
be construed as an offer to purchase any of our outstanding notes. The Tender Offers are being made only upon the terms and conditions set
forth in the offers to purchase therefor, and related letter of transmittal and notice of guaranteed delivery.


S-4
Table of Contents
THE OFFERING
A brief description of the material terms of the offering follows. For a more complete description of the notes offered hereby, see
"Description of Notes" in this prospectus supplement and "Description of the Debt Securities" in the accompanying prospectus.

Co-Issuers
AmeriGas Partners, L.P. and AmeriGas Finance Corp. (the "Issuers").

Notes Offered
$675,000,000 in aggregate principal amount of 5.625% Senior Notes due 2024 (the
"2024 notes") and $675,000,000 in aggregate principal amount of 5.875% Senior Notes
due 2026 (the "2026 notes" and, together with the 2024 notes, the "notes").

Maturity Dates
2024 notes: May 20, 2024.



2026 notes: August 20, 2026.

https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


424B2
Interest Rates and Payment Dates
Interest on the 2024 notes will accrue at the rate of 5.625% per annum, and interest on
the 2026 notes will accrue at the rate of 5.875% per annum. Interest on the 2024 notes
will be payable semiannually in cash in arrears on each May 20 and November 20,
commencing on November 20, 2016 and interest on the 2026 notes will be payable
semiannually in cash in arrears on each February 20 and August 20, commencing on
August 20, 2016. Interest on the notes will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

Optional Redemption
The Issuers may redeem some or all of the notes at any time prior to March 20, 2024
(two months prior to the maturity date) in the case of the 2024 notes and May 20, 2026
(three months prior to the maturity date) in the case of the 2026 notes, in each case at a
redemption price equal to 100% of the principal amount of the notes being redeemed,
plus a "make whole" premium as of, and accrued and unpaid interest, if any, to, but
excluding, the applicable redemption date. At any time on or after March 20, 2024 (two
months prior to the maturity date) in the case of the 2024 notes and May 20, 2026 (three
months prior the maturity date) in the case of the 2026 notes, the Issuers may redeem
such series of notes, in whole or in part, at any time at a redemption price equal to 100%
of the principal amount of the notes of such series, plus accrued and unpaid interest, if
any, to, but excluding, the applicable redemption date. See "Description of Notes--
Optional Redemption" in this prospectus supplement.

Sinking Fund
None

Mandatory Offer to Repurchase
If AmeriGas Partners experiences specific kinds of changes in control, the Issuers must
offer to repurchase each series of notes at a repurchase price of 101% of their principal
amount, plus accrued and unpaid interest to the date of repurchase. See "Description of
the Debt Securities--Offers to Purchase; Repurchase at the Option of the Debt Security
Holders" of the accompanying prospectus.


S-5
Table of Contents
Ranking
Each series of notes will be senior unsecured joint and several obligations of the Issuers.
Each series of notes will rank equal in right of payment with all of the other existing and
future senior indebtedness incurred or guaranteed by each of the Issuers. Each series of
notes will rank senior in right of payment to any future subordinated indebtedness of the
Issuers, be effectively subordinated to any of the Issuers' future secured indebtedness to
the extent of the value of the assets securing such indebtedness; and be structurally
subordinated to, which means they rank behind, the indebtedness of our operating
partnership, including its credit facility. The 2024 notes will be non-recourse to our
general partner.

As of March 31, 2016, after giving effect to this offering and the use of proceeds
therefrom, the Issuers would have had long-term debt outstanding of $2.33 billion, and

no secured debt outstanding. This includes the $0.98 billion aggregate outstanding
principal amount of 7.000% Senior Notes due 2022 that will remain outstanding after
this offering and the Tender Offers.

As of March 31, 2016, our operating partnership had outstanding debt of $96.7 million,
including $65.3 million of borrowings outstanding under its credit facility, to which the

notes would be effectively subordinated. As of the same date, our operating partnership
had $396.7 million of availability under its credit facility, excluding potential additional
availability under the credit facility's accordion feature.
https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


424B2

Certain Covenants
Each series of notes will be issued under an indenture to be dated as of the closing date
for this offering among the Issuers and U.S. Bank National Association, as trustee (the
"Trustee"), as supplemented from time to time and to be supplemented by a first
supplemental indenture thereto to be entered into on the issue date of the notes among
the Issuers and the Trustee. The indenture governing each series of notes will, among
other things, restrict AmeriGas Partners' and its restricted subsidiaries' ability to:


· make distributions or make certain other restricted payments;


· borrow money or issue preferred stock;


· incur liens;

· permit its subsidiaries to make distributions or make certain other restricted

payments;


· sell certain assets or merge with or into other companies; and


· enter into transactions with affiliates.


S-6
Table of Contents
These covenants are subject to a number of important qualifications and limitations,
including the termination of certain of these covenants upon the notes of a series
receiving an investment grade credit rating from two rating agencies. For more details,

see "Description of the Debt Securities--Certain Covenants" and "--Termination of
Certain Covenants when Series of Notes Rated Investment Grade" of the accompanying
prospectus.

Use of Proceeds
We intend to use the net proceeds of this offering to repay in full (i) the Issuers' 6.250%
Senior Notes due 2019 and 6.500% Senior Notes due 2021 and (ii) the 6.750% Senior
Notes due 2020 issued by AmeriGas Finance and AmeriGas Finance LLC and
guaranteed by AmeriGas Partners and for general corporate purposes. If any of these
notes are not tendered into the Tender Offers, we intend to redeem such notes with the
proceeds of this offering promptly following completion of this offering. See "Summary
--Tender Offers" and "Use of Proceeds."

Certain of the underwriters in this offering or their affiliates own the notes that are the

subject of the Tender Offers and as a result, will receive proceeds from this offering.

No Public Trading Market
The Issuers do not currently intend to list the notes on any national securities exchange
or to arrange for quotation on any automated dealer quotation systems. There can be no
assurance that an active trading market will develop for the notes.

Risk Factors
See "Risk Factors" in this prospectus supplement and the "Risk Factors" section in our
Annual Report on Form 10-K for the fiscal year ended September 30, 2015, as
amended, which is incorporated by reference into this prospectus supplement and the
accompanying prospectus, for a discussion of factors you should carefully consider
before deciding to invest in the notes.

https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


424B2

S-7
Table of Contents
SUMMARY HISTORICAL FINANCIAL INFORMATION
The following tables present our summary historical financial data for the periods and at the dates indicated. The income statement
and cash flow data for the fiscal years ended September 30, 2013, 2014 and 2015, and the balance sheet data as of September 30, 2014 and
2015 have been derived from our audited consolidated financial statements and the notes thereto incorporated by reference into this prospectus
supplement. The income statement and cash flow data for the six months ended March 31, 2015 and 2016 and the balance sheet data as of
March 31, 2015 and 2016 have been derived from our unaudited consolidated financial statements and the notes thereto incorporated by
reference into this prospectus supplement. Our historical results included below and incorporated by reference into this prospectus supplement
are not necessarily indicative of our future performance.
The historical consolidated financial data presented below should be read in conjunction with our historical financial statements and
the related notes thereto, incorporated by reference into this prospectus supplement.

Six Months Ended
Year Ended September


30,

March 31,



2013

2014

2015

2015

2016




($ in thousands)

Income Statement Data:





Revenues:





Propane
$2,884,766 $3,440,868 $2,612,401 $1,840,815 $1,333,182
Other

281,777
272,067
272,921
148,294
138,403




















3,166,543 3,712,935 2,885,322 1,989,109 1,471,585




















Costs and expenses:





Cost of sales--propane (excluding depreciation shown
below)
1,571,574 2,034,592 1,301,167
990,286
469,543
Cost of sales--other (excluding depreciation shown below)

88,479
81,982
86,638
40,862
38,028
Operating and administrative expenses

943,928
963,963
953,283
503,997
469,424
Depreciation

159,306
154,020
152,204
76,084
75,139
Amortization

43,565
43,195
42,676
21,399
21,486
Other income, net

(32,503)
(27,450)
(31,355)
(17,540)
(16,038)




















2,774,349 3,250,302 2,504,613 1,615,088 1,057,582




















Operating income

392,194
462,633
380,709
374,021
414,003
Interest expense
(165,432) (165,581) (162,842)
(82,130)
(81,831)




















Income before income taxes

226,762
297,052
217,867
291,891
332,172
Income tax expense

(1,671)
(2,611)
(2,898)
(1,676)
(1,200)




















Net income including noncontrolling interests

225,091
294,441
214,969
290,215
330,972
Less: net income attributable to noncontrolling interests

(3,869)
(4,548)
(3,758)
(3,731)
(4,091)




















Net income attributable to AmeriGas Partners, L.P.
$ 221,222 $ 289,893 $ 211,211 $ 286,484 $ 326,881




















Balance Sheet Data (at period end):





Cash and cash equivalents
$
12,635 $
13,480 $
14,757 $
21,385 $
15,740
Total assets
4,437,671 4,364,058 4,141,712 4,406,621 4,187,721





Total long-term debt, including current maturities
2,300,111 2,291,734 2,283,496 2,290,081 2,282,229
Total partners' capital
1,424,137 1,360,890 1,200,373 1,468,433 1,338,773


S-8
https://www.sec.gov/Archives/edgar/data/932628/000119312516627641/d207873d424b2.htm[6/21/2016 2:21:44 PM]


Document Outline