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): March 15, 2012
AmeriGas Partners, L.P.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-13692 | | 23-2787918 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 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)) |
On March 15, 2012, AmeriGas Partners, L.P. (the “Partnership”), AmeriGas Propane, L.P., the operating partnership of the Partnership, and AmeriGas Propane, Inc., the general partner of the Partnership and AmeriGas Propane, L.P., entered into an underwriting agreement, attached as Exhibit 1.1 hereto, with Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters, with respect to the underwritten public offering of an additional 7,000,000 of the Partnership’s common units (8,050,000 common units if the underwriters exercise their over-allotment option in full), representing the Partnership’s limited partner interests. The closing of the offering is expected to occur on March 21, 2012, subject to customary closing conditions.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
1.1 Underwriting Agreement, dated March 15, 2012, by and among the Partnership, AmeriGas Propane, Inc., AmeriGas Propane, L.P., Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters named therein.
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.
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| | AmeriGas Partners, L.P. |
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| March 21, 2012 | | By: | | /s/ Margaret M. Calabrese |
| | | | Name: Margaret M. Calabrese |
| | | | Title: Assistant Secretary of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. |
Exhibit Index
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Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated March 15, 2012, by and among the Partnership, AmeriGas Propane, Inc., AmeriGas Propane, L.P., Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters named therein. |
