Obligation AmeriGas LP 6.25% ( US030981AG93 ) en USD

AmeriGas LP

100 % ⇌

Etas-Unis

US030981AG93 ( en USD )

6.25% par an ( paiement semestriel )

20/08/2019 - Obligation échue

Prospectus brochure de l'obligation AmeriGas Partners US030981AG93 en USD 6.25%, échue

2 000 USD

450 000 000 USD

030981AG9

NR

Ba3 ( Spéculatif )

AmeriGas Partners L.P. est une société américaine de distribution de propane, la plus importante du pays, desservant des clients résidentiels, commerciaux et industriels.

L'obligation émise par AmeriGas Partners, un titre de créance libellé en dollars américains (USD) d'une taille totale de 450 millions de dollars, portait un taux d'intérêt fixe de 6,25% avec des paiements semi-annuels et une date d'échéance fixée au 20 août 2019. AmeriGas Partners, l'émetteur de cette obligation, est le principal distributeur de propane au détail aux États-Unis, une filiale de UGI Corporation et un acteur majeur dans le secteur de l'énergie, basée aux États-Unis, pays d'émission de ce titre. Identifiée par les codes ISIN US030981AG93 et CUSIP 030981AG9, cette obligation est parvenue à maturité et a été intégralement remboursée à son prix nominal de 100% à la date d'échéance, après une période où sa notation par Moody's était Ba3 et où elle n'était pas notée par Standard & Poor's (S&P) (NR), avec une taille minimale d'achat de 2 000 unités.

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-159076 and 333-159076-01
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 unit

offering price

registration fee
6.25% Senior Notes due 2019

$450,000,000
100.000%

$450,000,000
$52,245

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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 5, 2011

AmeriGas Partners, L.P. and AmeriGas Finance Corp. (collectively, the "Co-Issuers") are offering $450 mil ion in
aggregate principal amount of 6.25% Senior Notes due 2019 (which we refer to in this prospectus supplement as the
"notes"). The notes wil bear interest at the rate of 6.25% per annum. Interest on the notes is payable on February 20
and August 20 of each year, beginning on February 20, 2012. The notes wil mature on August 20, 2019.
We may redeem some or al of the notes at any time on or after August 20, 2015. In addition, on or prior to
August 20, 2014, we may redeem up to 35% of the notes with the proceeds of a registered public equity offering. The
redemption prices are described under the caption "Summary--The Offering" in this prospectus supplement. There is no
sinking fund for the notes.
We and AmeriGas Finance Corp., our co-obligor on the notes, wil be co-issuers of the notes. Therefore, our
obligations with respect to the notes and those of AmeriGas Finance Corp. wil be joint and several. The notes wil be
unsecured senior obligations of the co-issuers and wil rank equal y with al existing and future senior indebtedness of the
co-issuers. The notes are effectively subordinated to any secured indebtedness of the co-issuers to the extent of the
value of the assets securing such indebtedness, and the indebtedness and other liabilities of AmeriGas Propane, L.P.,
our operating partnership.
Investing in the notes involves risks. See "Risk Factors" in our Annual Report on Form 10-K for the fiscal
year ended September 30, 2010, which is incorporated by reference into this prospectus supplement, and "Risk
Factors" beginning on page S-7 of this prospectus supplement.

Underwriting
Price to
Discounts and
Proceeds to

Public(1)

Commissions

Us(1)
Per Note

100.000%

1.600%

98.400%
Total

$450,000,000

$7,200,000

$442,800,000

(1) Plus accrued interest, if any, from August 10, 2011.
Delivery of the notes in book-entry form only wil be made on or about August 10, 2011.
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 related prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Joint Book-Running Managers

Co-Managers

Morgan Stanley

PNC Capital Markets LLC

RBS
The date of this prospectus is July 27, 2011.
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TABLE OF CONTENTS

Prospectus Supplement

FORWARD-LOOKING STATEMENTS

S-ii

SUMMARY

S-1

RISK FACTORS

S-7

RATIO OF EARNINGS TO FIXED CHARGES

S-11

USE OF PROCEEDS

S-12

CAPITALIZATION

S-13

DESCRIPTION OF NOTES

S-14

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

S-17

UNDERWRITING

S-22

LEGAL MATTERS

S-25

EXPERTS

S-25

INCORPORATION OF DOCUMENTS BY REFERENCE

S-26

WHERE YOU CAN FIND MORE INFORMATION

S-26

Prospectus

ABOUT THIS PROSPECTUS

1
ABOUT AMERIGAS PARTNERS, L.P.

2
ABOUT AMERIGAS FINANCE CORP.

2
RATIO OF EARNINGS TO FIXED CHARGES

3
USE OF PROCEEDS

3
DESCRIPTION OF THE DEBT SECURITIES

4
PLAN OF DISTRIBUTION

31
LEGAL MATTERS

32
EXPERTS

32
INCORPORATION OF DOCUMENTS BY REFERENCE

32
WHERE YOU CAN FIND MORE INFORMATION

33

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.

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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 which 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;

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

· competitive pressures from the same and alternative energy sources;

· failure to acquire new 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;

· large customer, counter-party 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.
These factors, and the factors addressed under the heading "Risk Factors" beginning on page S-7 of this prospectus supplement
and "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, 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 the Company's 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.

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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," "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 our operating partnership, AmeriGas Propane, L.P.
References to our "general partner" refer to AmeriGas Propane, Inc. and references to "AmeriGas Propane" or our
"operating partnership" refer to AmeriGas Propane, L.P. References to "fiscal year" are to our fiscal years ending
September 30; for example, references to "fiscal 2010" are to our fiscal year ended September 30, 2010.
AMERIGAS PARTNERS, L.P.
We are a publicly traded limited partnership formed under Delaware law in 1994. We are the largest retail propane
distributor in the United States based on the volume of propane gallons distributed annually. We distribute more than one billion
gallons of propane annually. As of September 30, 2010, we served approximately 1.3 million residential, commercial, industrial,
agricultural and motor fuel customers in all 50 states from nearly 1,200 propane distribution locations. Typically, propane
distribution locations are found in suburban and rural areas where natural gas is not readily available.
We sell propane primarily to residential, commercial/industrial, motor fuel, agricultural and wholesale customers. We
distributed over one billion gallons of propane in fiscal 2010. Approximately 87% of our fiscal 2010 sales (based on gallons
sold) were to retail accounts and approximately 13% were to wholesale customers. Sales to residential customers in fiscal 2010
represented approximately 40% of retail gallons sold; commercial/industrial customers 37%; motor fuel customers 13%; and
agricultural customers 5%. Transport gallons, which are large-scale deliveries to retail customers other than residential,
accounted for 5% of fiscal 2010 retail gallons. No single customer represents, or is anticipated to represent, more than 5% of our
consolidated revenues.
Residential customers use propane primarily for home heating, water heating and cooking purposes. Commercial users,
which include motels, hotels, restaurants and retail stores, generally use propane for the same purposes as residential customers.
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 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 and stationary engines. Agricultural uses include tobacco curing, chicken brooding and crop drying. In its wholesale
operations, the Partnership principally sells propane to large industrial end-users and other propane distributors.
We are a holding company, and we conduct our business principally through our operating partnership, AmeriGas Propane,
L.P.
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. The reference to our website address is intended as an inactive textual reference only.

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AMERIGAS FINANCE CORP.
AmeriGas Finance Corp. is one of our wholly owned subsidiaries. It has nominal assets and does not and will not conduct
any operations or have any employees. It was formed in 1995 for the sole purpose of acting as co-obligor of debt securities that
we may issue from time to time. AmeriGas Finance Corp. acts as 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.
RECENT EVENTS
Concurrently with this offering, we are conducting a cash tender offer (the "Tender Offer") for any or all of the $350.0
million outstanding principal amount of our 7 1/8% Senior Notes due 2016 (the "2016 Notes"). In connection with the Tender
Offer, we are also seeking consents to eliminate substantially all of the restrictive covenants included in the indenture governing
the 2016 Notes. The Tender Offer is scheduled to expire on August 23, 2011 subject to our right to extend the Tender Offer, with
an early consent date of August 9, 2011. The Tender Offer is being made pursuant to the Offer to Purchase and Consent
Solicitation Statement issued in connection with the Tender Offer, and this prospectus supplement is not an offer to purchase or a
solicitation of any consent with respect to any of the 2016 Notes. We intend to finance the purchase of the 2016 Notes in the
Tender Offer with a portion of the net proceeds from this offering. The closing of the Tender Offer will be conditioned on, among
other things, our having obtained net proceeds in this offering sufficient to fund the purchase of all of the 2016 Notes pursuant to
the Tender Offer. The Tender Offer is also conditioned on at least a majority of the 2016 Notes being tendered and not withdrawn
by the early consent date specified. We currently intend to issue a call for redemption for any 2016 Notes that are not tendered in
the Tender Offer.
RECENT DEVELOPMENTS
On July 26, 2011, our general partner announced the following financial results for the third quarter of fiscal 2011:

· Retail gallons sold increased to 155.1 million from 150.1 million for the same period last year;

· Weather nationally was approximately 1.4% warmer than normal and 18.8% colder than the prior-year period, according

to the National Oceanic and Atmospheric Administration;

· EBITDA increased to $31.1 million (net loss of $9.2 million before interest expense of $15.6 million, income tax expense
of $0.1 million, depreciation of $21.4 million, and amortization of $3.1 million) compared to EBITDA of $27.2 million

for the same period last year (net loss of $12.4 million before interest expense of $17.0 million, income tax expense of
$0.7 million, depreciation of $19.7 million, and amortization of $2.1 million);

· Seasonal net loss attributable to us of $9.2 million compared with a seasonal net loss of $12.4 million for the third

quarter of fiscal 2010; and

· Loss per limited partner unit of $0.19 for the third quarter of fiscal 2011 compared with loss per limited partner unit of

$0.23 for the third quarter of fiscal 2010.
Our financial results for interim periods are not necessarily indicative of our results for our fiscal year.

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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 organization and ownership structure. The percentages reflected in the following chart
represent individual ownership interests in us and our operating partnership. Aggregate ownership of the operating partnership is
shown in the box "Effective ownership interests in AmeriGas Propane, L.P." in the organizational chart below.

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THE OFFERING

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

Notes Offered
$450 million in aggregate principal amount of 6.25% Senior Notes due 2019.

Maturity Date
August 20, 2019.

Interest Rate and Payment Dates
Interest on the notes will accrue at the rate of 6.25% per annum, payable
semiannually in cash in arrears on each February 20 and August 20, commencing
on February 20, 2012. Interest on the notes will be computed on the basis of a
360-day year comprised of twelve 30-day months.

Optional Redemption
On and after August 20, 2015, we have the right to redeem the notes, in whole or
in part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed in percentages of principal amount) listed below, plus
accrued and unpaid interest on the notes to the applicable redemption date, if
redeemed during the twelve-month period beginning on August 20 of the years
indicated below.

Year

Percentage
2015

103.125%
2016

101.563%
2017 and thereafter

100.000%

On or prior to August 20, 2014, we may redeem up to 35% of the notes with the

proceeds of a registered public equity offering at 106.250% of their principal
amount plus accrued and unpaid interest to the redemption date.

See "Description of Notes--Optional Redemption" beginning on page S-14 of

this prospectus supplement.

Mandatory Offer to Repurchase
If we experience specific kinds of changes in control, we must offer to
repurchase the notes at 101% of their principal amount, plus accrued and unpaid
interest. See "Description of the Debt Securities--Offers to Purchase;
Repurchase at the Option of the Debt Security Holders" beginning on page 5 of
the accompanying prospectus.

Ranking
The notes will be senior unsecured joint and several obligations of AmeriGas
Partners, L.P. and AmeriGas Finance Corp. The notes will rank equal in right of
payment with all of the other existing and future senior indebtedness of the
Co-Issuers (including any of the 2016 Notes not tendered by the holders thereof
in the Tender Offer and the $470.0 million aggregate outstanding principal
amount of 6.50% Senior Notes due 2021 (the "2021 Notes") and senior in right
of payment to any future subordinated indebtedness of the Co-Issuers.

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The notes will be effectively subordinated to any future secured indebtedness of
the Co-Issuers to the extent of the value of the assets securing such indebtedness
and will be structurally subordinated to all existing and future secured and
unsecured indebtedness and other liabilities of our subsidiaries, including our
operating partnership. After giving effect to the consummation of this offering,
the application of the estimated net proceeds therefrom as set forth under "Use

of Proceeds" as if this offering had occurred on March 31, 2011 and assuming
we had repurchased all of the 2016 Notes in the Tender Offer, AmeriGas
Partners, L.P. would have had $920.0 million of aggregate senior indebtedness,
none of which would have been secured, and the aggregate indebtedness of its
operating partnership and its subsidiaries would have been approximately
$135.8 million.

Certain Covenants
We will issue the notes under an indenture, dated as of January 20, 2011,
entered into by AmeriGas Partners, AmeriGas Finance Corp. and U.S. Bank
National Association, as trustee (the "Trustee"), as supplemented by a second
supplemental indenture to be entered into by AmeriGas Partners, AmeriGas
Finance Corp. and the Trustee. The indenture governing the notes will, among
other things, restrict our ability to:

· make distributions or make certain other restricted payments;

· borrow money or issue preferred stock;

· enter into sale and leaseback transactions;

· incur liens;

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

payments;

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

· enter into transactions with affiliates; and

· engage in certain lines of business.

These covenants are subject to a number of important qualifications and
limitations. For more details, see "Description of Notes--Certain Covenants,"

beginning on page S-15 of this prospectus supplement and "Description of the
Debt Securities--Certain Covenants," beginning on page 7 of the accompanying
prospectus.

Use of Proceeds
We estimate that we will receive approximately $442.0 million from the sale of
our Senior Notes due 2019, after deducting underwriters' discounts and
commissions and offering expenses. We plan to use the net proceeds from the
offering to refinance the 2016 Notes, which mature on May 20, 2016, for a total
estimated price of approximately $364.0 million, including expenses incurred in
the purchase but excluding accrued interest. The remaining net proceeds will be
used for general corporate purposes, including to pay down borrowings
outstanding under our operating partnership's June 21, 2011 bank credit
agreement.

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No Public Trading Market
We do not 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" beginning on page S-7 of this prospectus supplement and the
"Risk Factors" section in our Annual Report on Form 10-K for the fiscal year
ended September 30, 2010, 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.

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