AMERIGAS PARTNERS, L.P.
AMERIGAS FINANCE CORP.

OFFER TO PURCHASE FOR CASH

Any and All Outstanding 5.750% Senior Notes due 2027


The Offer (as defined below) will expire at 5:00 p.m., New York City time, on May 15, 2026, unless extended or earlier terminated by the Offerors (as defined below) in their reasonable discretion (such time, as the same may be extended or earlier terminated, the “Expiration Time”). Tendered Notes may be withdrawn at any time at or prior to the Expiration Time.

AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AmeriGas Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Offerors”), hereby offer to purchase for cash any and all of their outstanding 5.750% Senior Notes due 2027 (the “Notes”), from holders thereof (each, a “Holder” and collectively, the “Holders”), at the price set forth below, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this “Statement”), the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”) and the Notice of Guaranteed Delivery (as it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery”, together with this Statement and the Letter of Transmittal, the “Offer”). As of May 7, 2026, we had $511,955,000 aggregate principal amount of Notes outstanding.

Notes

CUSIP No. / ISIN

Principal Amount Outstanding as of May 7, 2026

Notes Consideration(1)


5.750% Senior Notes due 2027


CUSIP No. 030981 AL8
ISIN US030981 AL88


$511,955,000


$1,011.18

______________________________________________________________________________________________
(1) Per $1,000 principal amount of Notes and excluding accrued and unpaid interest. Holders will receive in cash an amount equal to accrued and unpaid interest in addition to the Notes Consideration.

To view copies of the Offer To Purchase documents please click on the links below

Offer to Purchase

Letter of Transmittal

Notice of Guaranteed Delivery

Press Release


Questions, requests for assistance and requests for additional copies of this Statement, the related Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent or the Dealer Manager at their address set forth below.

The Tender and Information Agent for the Tender Offer is:

D.F. KING & CO., INC.

 

By Mail, Overnight Courier or Hand Delivery:

D.F. King & Co., Inc.
28 Liberty Street, 53rd Floor
New York, New York 10005
Attention: Michael Horthman

 

By Facsimile Transmission
(for Eligible Institutions only):

(212) 709-3328
Attention: Michael Horthman

For Confirmation by Telephone:
(212) 232-3233

Call Toll Free (800) 628-8509
Banks and Brokers Only: (212) 651-9295

Email: ugi@dfking.com

The Dealer Manager for the Tender Offer is:

BNP Paribas Securities Corp.

787 Seventh Avenue
New York, New NY 10019
Attn: Liability Management Group
or
Toll-Free: (888) 210-4358
Collect: (212) 841-3059
Email: dl.us.liability.management@us.bnpparibas.com