Shearman & Sterling represented AmeriGas Finance Corp. and AmeriGas Finance LLC, as co-issuers (the Issuers), and AmeriGas Partners, L.P., as guarantor (AmeriGas), in connection with a registered shelf takedown of $550,000,000 aggregate principal amount of 6.75% Senior Notes due 2020 and $1,000,000,000 aggregate principal amount of 7.00% Senior Notes due 2022.
The proceeds from the offering were partially used to fund the acquisition of the propane operations (Heritage Propane) of Energy Transfer Partners, L.P (the Heritage acquisition) for approximately $1.46 billion in cash and $1.32 billion in AmeriGas common units, as well as the assumption of approximately $71 million in debt. Shearman & Sterling also represented AmeriGas in the Heritage acquisition.
AmeriGas is the nation’s largest retail propane marketer, serving approximately 1.3 million customers in all 50 states from nearly 1,200 locations.
The Shearman & Sterling team included partner Jason Lehner (Toronto/New York-Capital Markets); associates Kevin Roggow (Toronto-Capital Markets), Peter Saad (Toronto-Capital Markets), and Tina Varghese (New York-Capital Markets); and law clerk Peter Dueck (Toronto-Capital Markets). Other lawyers working on the transaction included partners Stephen Besen (New York-Mergers & Acquisitions), Doreen Lilienfeld (New York-Executive Compensation & Employee Benefits) and Michael Shulman (Washington, DC-Tax); counsel Robert Fagiola (New York-Real Estate), Barbara Edwards (New York-Finance), and Jason Pratt (New York-Real Estate/Environmental); and associates Jessica Nielsen (New York-Mergers & Acquisitions), Timothy Franklin (New York-Intellectual Property Transactions), Tasha Matharu (New York-Executive Compensation & Employee Benefits), Derek Kershaw (New York-Tax), Jeffrey Tate (Washington, DC-Tax), Christopher Greer (New York-Real Estate/Environmental), Shawn Pelsinger (New York-Investment Funds), Benjamin Brod (New York-Mergers & Acquisitions), Kristopher Ferranti (New York-Mergers & Acquisitions), Ed Mullen (New York-Mergers & Acquisitions), Natalee Vernon (New York-Mergers & Acquisitions), Diane Zhang (New York-Mergers & Acquisitions) and Frances Ma (New York-Executive Compensation & Employee Benefits).
