Deal Description: On April 2, 2019, UGI Corporation (NYSE: UGI) and AmeriGas Partners, L.P. (NYSE: APU) announced a definitive merger agreement pursuant to which UGI will fully consolidate its ownership of APU by acquiring the 69.2 million publicly held common units it does not already own. Under the terms of the merger agreement, APU unitholders will receive 0.50 shares of UGI common stock plus $7.63 in cash consideration for each common unit of APU. APU unitholders will continue to receive a $0.95 per unit distribution for each quarter completed prior to the closing of the merger.

Target: AmeriGas Partners, L.P.

Outside Counsel to AmeriGas Partners, L.P.: Baker Botts L.L.P.

Inside Counsel to AmeriGas Partners, L.P.: Michelle Bimson Maggi, Group Counsel and Director of Government Affairs

Financial Advisor to AmeriGas Partners, L.P.: Tudor, Pickering, Holt & Co.

Outside Counsel to Audit Committee of the Board of Directors of AmeriGas Propane, Inc.: Potter Anderson & Corroon LLP

Other Party: UGI Corporation

Outside Counsel to UGI Corporation: Latham & Watkins LLP

Inside Counsel to UGI Corporation: Monica M. Gaudiosi, Vice President, General Counsel and Secretary

Financial Advisor to UGI Corporation: J.P. Morgan Securities LLC

Baker Botts Lawyers/Office Involved:

Corporate: Josh Davidson (Partner, Houston); A.J. Ericksen (Partner, Houston); Eileen Boyce (Senior Associate, Houston); Catherine Ellis (Associate, Houston)

Tax: Mike Bresson (Partner, Houston); Jared Meier (Senior Associate, Houston)

Benefits: Rob Fowler (Partner, Houston)

For more information, please see UGI’s and APU’s news release [link].

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