8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 5, 2011

AmeriGas Partners, L.P.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13692	23-2787918
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
460 No. Gulph Road, King of Prussia, Pennsylvania		19406
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (610) 337-7000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On January 5, 2011, AmeriGas Partners, L.P. (the "Partnership") issued a press release announcing the Partnership's intention to offer, subject to market and other conditions, $470 million of senior notes due 2021 (the "Notes"). The Notes will be issued pursuant to an indenture to be entered into among the Partnership and AmeriGas Finance Corp., as issuers, and U.S. Bank National Association, as Trustee (the "Indenture"). 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 January 5, 2011, the Partnership issued a press release announcing a cash tender offer and consent solicitation for any and all of the Partnership's outstanding 7.25% Series A and Series B Senior Notes Due 2015. 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.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release dated January 5, 2011 announcing the Notes offering

99.2 Press Release dated January 5, 2011 announcing the tender offer and solicitation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AmeriGas Partners, L.P.
January 5, 2011	By:	/s/ Margaret M. Calabrese
		Name: Margaret M. Calabrese
		Title: Assistant Secretary of AmeriGas Propane, Inc., the General Partner

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated Janaury 5, 2011 announcing the Notes offering
99.2	Press Release dated Janaury 5, 2011 announcing the tender offer and solicitation

EX-99.1

Contact:	610-337-7000	For Immediate Release:
	Hugh J. Gallagher, ext. 11029 Brenda A. Blake, ext. 13202	January 5, 2011

AmeriGas Partners to Issue Notes

VALLEY FORGE, Pa., January 5, 2011 — AmeriGas Partners, L.P. (NYSE:APU), (“AmeriGas Partners”) today announced that it and its wholly owned subsidiary, AmeriGas Finance Corp. (the “Co-Issuer”), intend to offer, subject to market and other conditions, $470.0 million aggregate principal amount of senior notes due 2021 in a registered public offering. The proceeds from the offering will be used to finance AmeriGas Partners’ tender offer for its outstanding 7.25% Series A and Series B Senior Notes due 2015 and to repay borrowings outstanding under bank credit agreements of AmeriGas Partners’ operating partnership, AmeriGas Propane, L. P.

AmeriGas Partners and the Co-Issuer have filed a registration statement on Form S-3 (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the supplement thereto and the other documents that AmeriGas Partners has filed with the SEC for more complete information about AmeriGas Partners and this offering. These documents are available at no charge by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, these documents will be made available upon request by AmeriGas Partners or by any underwriter or dealer participating in the offering.

Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, RBS Securities Inc., Wells Fargo Securities, LLC and Citigroup Global Markets Inc. will be acting as joint book-running managers for the notes offering. Interested parties may obtain a prospectus from Credit Suisse Securities (USA) LLC by directing a request to Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, or by calling 1-800-221-1037.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any security in any jurisdiction in which such an offer or solicitation, or the sale of these securities, would be unlawful without registration or qualification under the securities laws of such jurisdiction. Any offer to sell, or solicitation of an offer to buy, will be made solely by means of a prospectus and related prospectus supplement filed with the SEC.

AmeriGas Partners is the nation’s largest retail propane marketer, serving approximately 1.3 million customers in all 50 states from nearly 1,200 distribution locations.

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Contact:	610-337-7000	For Immediate Release:
	Hugh J. Gallagher, ext. 11029 Brenda A. Blake, ext. 13202	January 5, 2011

AmeriGas Partners Announces Debt Tender Offer and Consent Solicitation

Valley Forge, Pa., January 5, 2011 — AmeriGas Partners, L.P. (NYSE:APU), (“AmeriGas Partners”) today announced that it is commencing an offer to purchase for cash any and all of its $415,000,000 aggregate principal amount of outstanding 7.25% Series A Senior Notes due 2015 and its 7.25% Series B Senior Notes due 2015 (collectively, the “Notes”) on the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated January 5, 2011. AmeriGas Partners also is soliciting consents to certain proposed amendments to eliminate substantially all of the restrictive covenants in the indenture governing the Notes and certain other provisions.

The Notes and other information relative to the tender offers and consent solicitations are set forth in the table below.

	Outstanding
	Principal					Consent
					Tender Offer		Total
CUSIP/ISIN	Amount1		Security	Consent Date	Consideration2	Payment3	Consideration2
144A Tranche:	$1,100,000		7.25% Series A	by 5:00 p.m.,	$1,009.50	$30.00	$1,039.50
030981AC8/			Senior Notes due	New York City time,
US030981AC89			2015	January 19, 2011
Reg S Tranche:
/USU03030AA82
030981AD6/ US030981AD62	$	413,900,000	7.25% Series B Senior Notes due 2015	by 5:00 p.m., New York City time, January 19, 2011	$1,009.50	$30.00	$1,039.50
1. As of January 4, 2011 2. For each $1,000 principal amount of Notes, excluding accrued but unpaid interest thereon, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable 3. For each $1,000 principal amount of Notes tendered prior to the Consent Date (as defined below)

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AmeriGas Partners Announces Debt Tender Offer and Consent Solicitation Page 2

The tender offer will expire at 11:59 p.m., New York City time on February 2, 2011, 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 and validly deliver their consents pursuant to the solicitation by 5:00 p.m., New York City time, January 19, 2011, unless extended, (such date and time, as the same may be extended, the “Consent Date”), and do not validly withdraw their Notes or revoke their consents by such date, will be paid, for each $1,000 principal amount of the Notes accepted for purchase, cash in an amount equal to $1,039.50 (the “Total Consideration”), which includes a consent payment of $30.00 per $1,000 principal amount of Notes accepted for purchase (the “Consent Payment”). Holders may not withdraw tendered Notes after 5:00 p.m., New York City time, on January 19, 2011 (the “Withdrawal Date”).

Holders who validly tender and do not validly withdraw their Notes and related consents and do not validly revoke on or prior to the Consent Date will be paid, for each $1,000 principal amount of the Notes accepted for purchase, the Total Consideration. The date of such acceptance and the date of such payment (the “Initial Payment Date”) are currently expected to be January 20, 2011. Holders who validly tender their Notes after the Consent 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 Consent Payment, or $1,009.50. The date of such acceptance and the date of such payment (the “Final Payment Date”) are currently expected to be February 3, 2011. Holders may not tender their Notes without delivering consents and may not deliver consents without tendering Notes. In addition, accrued and unpaid interest will be paid on the tendered Notes accepted for purchase up to, but not including, the Initial Payment Date or the Final Payment Date.

AmeriGas Partners will not be required to purchase any of the Notes tendered nor pay any Consent Payments unless certain conditions have been satisfied, including the valid tender of a majority in aggregate principal amount of the Notes outstanding prior to the Consent Date, the valid delivery of the accompanying consents, the execution and delivery of a supplemental indenture and 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.

This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any Notes. Any offer to purchase the Notes or solicitation of consents will be made by means of an offer to purchase and consent solicitation statement and related consent and letter of transmittal. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.

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AmeriGas Partners Announces Debt Tender Offer and Consent Solicitation Page 3

In connection with the tender offer and consent solicitation the Partnership has retained Credit Suisse Securities (USA) LLC (“Credit Suisse”) as the coordinating dealer manager and solicitation agent and J.P. Morgan Securities LLC, RBS Securities Inc. and Wells Fargo Securities, LLC as co-dealer managers and solicitation agents. Questions regarding the tender offer and consent solicitation should be directed to Credit Suisse at 800-820-1653 (toll free) or 212-538-2147. Requests for documents should be directed to D.F. King & Co., Inc., the Information Agent for the tender offer and consent solicitation, at 800-848-2998 (toll free) or 212-493-6996.

About AmeriGas Partners, L.P.

AmeriGas Partners is the nation’s largest retail propane marketer, serving approximately 1.3 million customers in all 50 states from nearly 1,200 distribution locations.

AP-15 * * * 01/05/11