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Published on 1/25/2006 in the Prospect News High Yield Daily.

AmeriGas Partners receives tenders for 99.2% of 10% notes by consent deadline

New York, Jan. 25 - AmeriGas Partners, LP said it received tenders for 99.2% of its $60 million of its 10% series D senior notes due April 15 by the consent deadline.

As a result the company has sufficient consents to amend the indenture and it has executed a supplemental indenture that will become operative when it buys the notes.

AmeriGas also announced pricing, saying it will pay $980.68 per $1,000 principal amount. Holders who tendered by the consent deadline will receive a further $30.00 for a total of $1,010.68 per $1,000 principal amount.

The Valley Forge, Pa., propane distributor announced the tender on Jan .10 and said it was also soliciting consents to amendments to the notes' indenture to eliminate restrictive covenants and other provisions.

For each $1,000 principal amount of notes, AmeriGas said it will pay the present value of $1,000 - the amount payable on April 15 - and accrued interest up to and including the notes' maturity date, discounted using the yield to maturity of the 2.25% Treasury due April 30 and 50 basis points. The company said it will also pay accrued interest up to but excluding the payment date.

Those who tendered by the consent deadline at 5 p.m. ET on Jan. 24 will receive a $30.00 per $1,000 principal amount consent payment, which is included in the payout.

The offer expires at 5 p.m. ET on Feb. 8, unless extended.

Credit Suisse First Boston LLC is dealer manager and solicitation agent (800 820-1653 or call collect 212 538-0652). D.F. King & Co., Inc. is the information agent (800 848-2998 or call collect 212 269-5550).

The offer is conditioned upon tenders from holders of a majority of the notes, the execution and delivery of a supplemental indenture and financing from a new debt issue to fund the offer.


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