UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DI VISION OF
CORPORATI ON FI NANCE
June 4, 2019
Via E-Mail
Ryan J. Maierson, Esq.
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Re: AmeriGas Partners, L.P.
Schedule 13E-3 filed by UGI Corporation, AmeriGas, Inc.,
AmeriGas
Propane, Inc., AmeriGas Propane Holdings, Inc., AmeriGas
Partners, L.P., and AmeriGas Propane Holdings, LLC
Filed May 6, 2019
File No. 005-56353
UGI Corporation
Registration Statement on Form S-4
Filed May 6, 2019
SEC File No. 333-231242
Dear Mr. Maierson:
We have reviewed the above filings and have the following comments.
Where
indicated, we think you should revise your documents in response to these
comments. If
you disagree, we will consider your explanation as to why our comment is
inapplicable or a
revision is unnecessary. Please be as detailed as necessary in your
explanation. In some of
our comments, we may ask you to provide us with supplemental information so
we may
better understand your disclosure. After reviewing this information, we may
or may not
raise additional comments.
Please understand that the purpose of our review process is to assist
you in your
compliance with the applicable disclosure requirements and to enhance the
overall
disclosure in your filings. We look forward to working with you in these
respects. We
welcome any questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at the end of
this letter.
Schedule 13E-3
1. Please remove the first sentence of the penultimate paragraph of the
Introduction
section that the filing of the Schedule 13E-3 shall not be construed
as an
admission that Partnership is "controlled" by any filing person or
affiliate of a
Ryan J. Maierson, Esq.
Latham & Watkins LLP
June 4, 2019
Page 2
filing person for purposes of Rule 13e-3. Given your determination to
file the
Schedule 13E-3, the filing persons may not make the stated disclaimer.
Registration Statement
2. Please fill in the blanks in your disclosure.
Notice of Special Meeting
3. It appears that your definition of Unaffiliated AmeriGas Unitholders
includes
within it affiliates: for example, some of your officers and directors.
Please revise
here and throughout the filing to more clearly and consistently
articulate whether
the going private transaction is substantively and procedurally fair to
security
holders who are not affiliates of AmeriGas. See Item 1014(a) of
Regulation M-A.
Summary
4. Please prominently disclose the information required by Items 7, 8 and 9
of
Schedule 13E-3 in a "Special Factors" section in the front of the proxy
statement/prospectus and caption the disclosure as such. Refer to Rule
13a-
3(e)(1)(ii). In this respect, ensure that the Special Factors appear
immediately
after the Summary. Also, revise the Summary and Q&A sections to shorten
them
significantly and to avoid duplication and relocate the other sections
currently
appearing in front of the Special Factors.
Unaudited Financial Projections of UGI and AmeriGas, page 67
5. Please revise your disclosure to include all financial projections
prepared in
connection with the merger. In this respect, we note on page 82 that TPH
used
three operational cases in relation to the Forecasts.
Recommendation of the GP Audit Committee and the GP Board, page 70
6. We note that the GP Audit Committee considered the financial
presentations and
opinion of THP regarding the fairness of the transaction. Note that if
any filing
person has based its fairness determination on the analysis of factors
undertaken
by others, such person must expressly adopt this analysis and discussion
as their
own in order to satisfy the disclosure obligation. See Question 20 of
Exchange
Act Release No. 34-17719 (April 13, 1981). Please revise to clarify
whether the
GP Audit Committee adopted the financial advisor's analysis and opinion.
7. We note your disclosure on page 75 that the GP Audit Committee
considered that
the merger is not conditioned on the approval of a majority of the
Unaffiliated
Ryan J. Maierson, Esq.
Latham & Watkins LLP
June 4, 2019
Page 3
AmeriGas Unitholders. Please revise your disclosure to expand on the
consideration given to this factor in reaching the fairness
determination.
Opinion of the Financial Advisor to the GP Audit Committee, page 78
8. With respect to the Discounted Distribution and Discounted Cash Flows
analyses,
disclose the bases for TPH's selection of the discount rates,
distribution yield
multiples exit multiples, and the terminal value DCF multiples.
9. Please revise to disclose the data underlying the results described in
each analysis
and show how that information resulted in the values disclosed in the
AmeriGas
Financial Analyses. For example, disclose (i) the 2018A, 2019E and 2020E
DCF/Unit that resulted in the multiples disclosed on page 83 in the
Selected
Company Analysis, (ii) the transaction value and EBITDA multiples for
each
comparable transaction that is the basis for the results disclosed on
pages 41-42
with respect to the Selected Propane Transactions, (iii) the company's
projected
distributions that were used in conducting the Discounted Distribution
Analysis
(or a cross-reference to those projections), and (iv) the company's
estimated
levered distributable cash flow used in the Discounted Cash Flow
Analysis (or a
cross-reference to those projections). Please also apply this comment to
the
relevant measures in the UGI and Pro Forma UGI Financial Analyses.
10. Please expand the description of the preliminary THP presentations
(pages 88-89)
to include a summary of the results of the analysis conducted for each
presentation. Also, given the general proximity in time from one
presentation to
the next, please describe the changes in information that THP considered
in each
preliminary presentation.
11. We note that THP will be entitled to receive a fee of $3.25 million upon
consummation of the merger. Please clarify whether the fee is payable
only if the
merger is consummated. Please also apply this comment to the fee payable
to J.P.
Morgan described in the third paragraph of page 102.
Where You can Find More Information, page 178
12. While we recognize that any documents you file pursuant to Section 13(a)
or
15(d) of the Exchange Act after the date the prospectus is declared
effective may
be deemed incorporated by reference into the Form S-4, Schedule 13E-3
does not
permit forward-incorporation by reference. Please confirm that the
Schedule 13E-
3 will be amended to specifically include any information that is deemed
to be
forward-incorporated by reference into the Form S-4, or advise.
Ryan J. Maierson, Esq.
Latham & Watkins LLP
June 4, 2019
Page 4
We remind you that the filing persons are responsible for the accuracy
and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence
of action by the staff.
Please direct any questions to me at (202) 551-3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions