INTRODUCTION
This Amendment No. 2 to Rule 13e-3 Transaction Statement on Schedule 13E-3 amends and supersedes the Rule 13e-3 Transaction Statement on
Schedule 13E-3 originally filed on May 6, 2019 and Amendment No. 1 thereto, filed on June 27, 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.
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 shall merge with and into the Partnership, the separate existence of Merger Sub shall cease and the Partnership shall survive
and continue to exist as an indirect, wholly owned subsidiary of UGI (the Merger). The Merger Agreement provides that, 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), will be 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) will continue 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 will no longer be outstanding and will automatically be cancelled and cease to exist. Immediately prior to the Effective Time, the General Partners economic general partner interest
in the Partnership will be converted into (a) 10,615,711 Common Units, which will not be converted into the merger consideration and will 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 will be unaffected by the Merger and will remain outstanding following the Effective Time. Immediately prior to the
Effective Time, the Affiliate Units will be automatically cancelled and cease 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 34,621,206 UGI Shares. Unitholders may 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 near or after completion of the Merger. If no valid election is 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 is 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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