Filed Pursuant to Rule 433
Registration Statement No. 333-159076 and 333-159076-01
January 5, 2011
AmeriGas Partners, L.P.
AmeriGas Finance Corp.
6.500% Senior Notes due 2021
Pricing Term Sheet
This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement.
| Issuers: | AmeriGas Partners, L.P. AmeriGas Finance Corp. | |||
| Security Description: | 6.500% Senior Notes due 2021 | |||
| Face: | $470,000,000 | |||
| Maturity: | May 20, 2021 | |||
| Coupon: | 6.500% per annum | |||
| Offering Price: | 100.000% | |||
| Yield to Maturity: | 6.500% | |||
| Spread to Treasury: | 301 basis points | |||
| Benchmark: | UST 2.625% due November 15, 2020 | |||
| Interest Payment Dates: | May 20 and November 20, commencing May 20, 2011 | |||
| Equity Clawback: | Redeemable until May 20, 2014 at 106.500% for up to 35% of the aggregate principal amount with the proceeds of certain equity offerings | |||
| Optional Redemption: | Redeemable during the 12-month period beginning on May 20 of the years indicated below: | |||
| Year |
Redemption Price | |||
| 2016 | 103.250% | |||
| 2017 | 102.167% | |||
| 2018 | 101.083% | |||
| 2019 and thereafter | 100.000% | |||
| Trade Date: | January 5, 2011 | |||
| Settlement Date: | January 20, 2011 | |||
| CUSIP/ISIN: | 030981 AF1 / US030981AF11 | |
| Minimum Allocations: | $2,000 | |
| Increments: | $1,000 | |
| Gross Spread: | 1.600% | |
| Book Runners: | Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC RBS Securities Inc. Wells Fargo Securities, LLC Citigroup Global Markets Inc. | |
| Co-Manager: | PNC Capital Markets LLC | |
We expect that delivery of the notes will be made against payment therefor on or about January 20, 2011, which will be the tenth business day following the date of pricing of the notes (such settlement cycle being herein referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next nine succeeding business days will be required, by virtue of the fact that the notes initially will settle T+10, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of pricing or the next three succeeding business days should consult their own advisor.
The issuers have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus included in that registration statement and other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents free of charge by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037; J.P. Morgan Securities LLC at 1-212-834-4533; RBS Securities Inc. toll-free at 1-866-884-2071; Wells Fargo Securities, LLC at 1-800-326-5897 or Citigroup Global Markets Inc. toll-free at 1-877-858-5407.
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