AmeriGas Partners Announces Successful Completion of Consent Solicitation and Pricing of Tender Offer.VALLEY FORGE Valley Forge, on the Schuylkill River, SE Pa., NW of Philadelphia. There, during the American Revolution, the main camp of the Continental Army was established (Dec., 1777–June, 1778) under the command of Gen. George Washington. , Pa. -- AmeriGas Partners, L.P. (NYSE NYSE See: New York Stock Exchange :APU APU Azusa Pacific University APU Auxiliary Power Unit APU Alaska Pacific University APU Asia Pacific University (Japan) APU American Public University APU Anglia Polytechnic University (Chelmsford) ) announced today that as of January 24, 2006, holders of 99.2% of its outstanding Series D 10% Senior Notes due 2006 (CUSIP Number CUSIP Number An identification number assigned to all stocks and registered bonds. The Committee on Uniform Securities Identification Procedures (CUSIP) oversees the entire CUSIP system. Notes: This system is used in the U.S. and Canada. : 03073X AC7) (the "Notes") had tendered Notes and delivered consents in connection with the Partnership's tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with commenced on January 10, 2006. The Partnership, AmeriGas Eagle Finance Corp. (the co-issuer of the Notes) and the trustee under the Indenture relating to the Notes have executed and delivered a supplemental indenture containing the amendments described in the Partnership's Offer to Purchase and Consent Solicitation dated January 10, 2006. The amendments will become operative upon the Partnership's acceptance and payment of the Notes tendered, and holders of all untendered Notes will be bound thereby. The Partnership further announced that the price to be paid for each $1,000 principal amount of Notes tendered and accepted for payment would be $980.68, plus accrued and unpaid interest to the payment date. In addition, holders who delivered consents on or before January 24, 2006, will receive a consent fee of $30 per $1,000 principal amount of Notes, for a total consideration (excluding accrued and unpaid interest) of $1,010.68 per $1,000 principal amount. The Partnership will not be required to purchase any of the Notes tendered nor pay any consent payments unless certain conditions have been satisfied, including the receipt of the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). of the Partnership's public offering of 7-1/8% Senior Notes due 2016. The settlement of that offering is scheduled for January 26, 2006, and the Partnership expects to accept for payment all Notes tendered on or prior to January 24, 2006 at that time. As previously announced, the tender offer is scheduled to expire at 5:00 P.M. New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on February 8, 2006, unless extended by the Partnership. As of the expiration of the consent period at 5:00 P.M. New York City time, January 24, 2006, tendered Notes may no longer be withdrawn. This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consent with respect to any Notes. The full terms of the tender offer and the consent solicitation are set forth in the Partnership's Offer to Purchase and Consent Solicitation Statement, dated January 10, 2006, and in the related Consent and Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. . Credit Suisse Securities (USA) LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("Credit Suisse") is the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation should be directed to Credit Suisse at 800-820-1653 (Toll Free) or 212-538-0652. Requests for documents should be directed to D.F. King & Co., Inc., the Information Agent for the tender offer and consent solicitation, at 48 Wall Street, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , NY 10006, 800-848-2998 (Toll Free) or 212-269-5550. About AmeriGas Partners, L.P. Through its subsidiaries, the Partnership is the largest retail propane distributor in the United States, distributing more than one billion gallons of propane annually. The Partnership serves residential, commercial / industrial, motor fuel, agricultural and wholesale customers from approximately 650 district locations in 46 states. This press release contains certain forward-looking statements which management believes to be reasonable as of today's date only. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today. Comprehensive information about AmeriGas is available on the Internet at http://www.amerigas.com. |
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