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CUSIP No. 030975
106
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13D
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Page
8
of 19 Pages
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UGI Shares
UGI issued approximately 34,621,411 shares of UGI common stock, no par value (“UGI Shares”), as the stock component of the merger consideration, as
described below in Item 4.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Statement is amended and supplemented by the following:
On August 21, 2019, the Issuer merged with and into AmeriGas Propane Holdings, LLC, an indirect, wholly owned subsidiary of UGI (“Merger Sub”),
with the Issuer surviving as an indirect, wholly owned subsidiary of UGI (the “Merger”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among UGI, the General Partner, Holdings, Merger Sub
and the Issuer. As a result of the Merger, all outstanding Common Units (other than Common Units owned by UGI and its subsidiaries, including the General Partner) (each, a “Public Common Unit”), were converted into the right to receive, at
the election of each holder of Public Common Units, subject to proration as described in the Merger Agreement, one of the following forms of merger consideration (subject to applicable withholding tax): (i) 0.6378 UGI Shares; (ii)(A) $7.63 in cash,
without interest, and (B) 0.500 UGI Shares; or (iii) $35.325 in cash, without interest. In connection with the Merger, the General Partner’s interest, including its right to incentive distributions, was converted into (x) 10,615,711 Common
Units, which remain outstanding after the Merger, and (y) a
non-economic
general partner interest in the Issuer. The Common Units owned by UGI or its subsidiaries, excluding the General Partner, were
automatically cancelled and cease to exist following the Merger. The 23,756,882 Common Units owned immediately prior to the effective time of the Merger by the General Partner were unaffected by the Merger and remain outstanding.
The limited liability company interests in Merger Sub issued and outstanding and held by Holdings immediately prior to the effective time of the Merger were
converted into 69,242,822 Common Units.
Immediately following the consummation of the Merger, and the transactions contemplated by the Merger Agreement,
the Reporting Persons beneficially own all of the outstanding Common Units. Accordingly, the Reporting Persons are causing the Common Units to cease to be listed on the New York Stock Exchange and to be deregistered under the Exchange Act. Holdings,
as the majority unitholder of the Issuer, and the General Partner, as the general partner of the Issuer, amended the limited partnership agreement of the Issuer in the Merger.
The foregoing description of the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety
by reference to the full text of the Merger Agreement, which was filed as Exhibit A to Amendment No. 2 to the Schedule 13D on April 2, 2019 and is incorporated by reference into this Item 4.
General
Except for those matters set forth above in this
Amendment No. 3, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the
Reporting Persons may change their purposes or formulate different plans or proposals with respect thereto at any time.
