INTRODUCTION
This Amendment No. 4 to Rule 13e-3 Transaction Statement on Schedule 13E-3 (this Amendment No. 4) amends and supersedes
the Rule 13e-3 Transaction Statement on Schedule 13E-3 originally filed on May 6, 2019, Amendment No. 1 thereto, filed on June 27, 2019, Amendment No. 2 thereto, filed on July 11, 2019, and Amendment No. 3 thereto, filed on
August 5, 2019 (as amended, this Transaction Statement), which, together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), by AmeriGas Partners, L.P., a Delaware limited partnership (the Partnership) and the issuer of the common units representing limited partner interests in the Partnership
(the Common Units) that are subject to the Rule
13e-3
transaction; UGI Corporation, a Pennsylvania corporation (UGI); AmeriGas, Inc., a Pennsylvania corporation; AmeriGas Propane, Inc.,
a Pennsylvania corporation (the General Partner); AmeriGas Propane Holdings, Inc., a Delaware corporation (Holdings); and AmeriGas Propane Holdings, LLC, a Delaware limited liability company (Merger Sub).
Collectively, the persons filing this Transaction Statement are referred to as the filing persons.
Except as otherwise set
forth below, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Amendment No. 4.
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of April 1, 2019 (the Merger Agreement), by
and among UGI, Holdings, Merger Sub, the Partnership and the General Partner. Pursuant to the Merger Agreement, Merger Sub merged with and into the Partnership, the separate existence of Merger Sub ceased and the Partnership survived and will
continue to exist as an indirect, wholly owned subsidiary of UGI (the Merger). Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each Common Unit issued and outstanding or deemed
issued and outstanding as of immediately prior to the Effective Time, other than (a) Common Units held by the General Partner (Sponsor Units) or (b) the Partnership or any of its subsidiaries or UGI or any of its affiliates
(excluding the Sponsor Units) (the Affiliate Units), was converted into the right to receive, at the election of each such holder of Common Units (the Unaffiliated AmeriGas Unitholders), but subject to any applicable
withholding tax and proration as described below, one of the following forms of consideration (collectively, the merger consideration): (i) 0.6378 shares of common stock, no par value, of UGI (all shares of such common stock, the
UGI Shares and such election, a Share Election); (ii) $7.63 in cash, without interest, and 0.500 UGI Shares (such election, a Mixed Election); or (iii) $35.325 in cash, without interest (such election, a
Cash Election). In addition, until the closing of the Merger, the holders of Common Units (the Unitholders) continued to receive regular quarterly distributions, in the ordinary course of business consistent with past
practice but subject to certain restrictions and requirements contained in the Merger Agreement, of not less than $0.95 per Common Unit with respect to any completed quarter prior to closing. As of the Effective Time, all of the Common Units
converted into the right to receive the merger consideration are no longer outstanding and were automatically cancelled and ceased to exist. Immediately prior to the Effective Time, the General Partners economic general partner interest in the
Partnership was converted into (a) 10,615,711 Common Units, which were not converted into the merger consideration and remain outstanding as partnership interests in the Partnership following the Effective Time and (b) a
non-economic
general partner interest in the Partnership as the surviving entity. The Sponsor Units were unaffected by the Merger and remain outstanding following the Effective Time. Immediately prior to the
Effective Time, the Affiliate Units were automatically cancelled and ceased to exist, with no consideration being paid thereon.
The
merger consideration is subject to a proration (the proration) designed to ensure that the number of UGI Shares issuable as part of the merger consideration will equal approximately 34,621,411 UGI Shares. Unitholders were able to elect
the Share Election, the Mixed Election or the Cash Election. However, the ability for Unitholders to receive the merger consideration they elected will depend on the elections of other Unitholders. The proration of the merger consideration payable
to Unitholders in the Merger will not be known until Computershare, Inc. tallies the results of the elections made by Unitholders, which will not occur until after completion of the Merger. If no valid election was made with respect to a Common
Unit, such Unitholder will receive such merger consideration as is determined in accordance with the proration provisions of the Merger Agreement.
The Merger was subject to certain closing conditions, including approval by the holders of a majority of the outstanding Common Units at a
special meeting of Unitholders.
The audit committee of the board of directors of the General Partner (the GP Board and such
audit committee, the GP Audit Committee), consisting of four members of the GP Board who meet the independence qualifications under the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., dated as of
July 27, 2009, as amended (the Partnership Agreement), and the Charter of the GP Audit Committee for membership on the GP Audit Committee, unanimously (i) determined that the Merger Agreement and the transactions contemplated
thereby, including the Merger, are fair and reasonable to, and in the best interests of, the Partnership and the Unaffiliated AmeriGas Unitholders, (ii) approved, and recommended that the GP Board approve, the Merger Agreement and the
transactions contemplated thereby, including the Merger, and (iii) resolved, and recommended that the GP Board resolve, to recommend approval of the
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