Form 8-K - Current report

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 11, 2024

 

UGI Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Pennsylvania (State or Other Jurisdiction of Incorporation)	1-11071 (Commission File Number)	23-2668356 (IRS Employer Identification No.)
500 North Gulph Road, King of Prussia, PA 19406 (Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 610 337-1000

 

Not Applicable
Former Name or Former Address, if Changed Since Last Report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, without par value		UGI		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01

Regulation FD Disclosure.

 

On June 11, 2024, AmeriGas Partners, L.P. (“AmeriGas Partners”) and AmeriGas Finance Corp. (“Finance Corp.” and, together with AmeriGas Partners, the “Issuers”), indirect, wholly-owned subsidiaries of UGI Corporation (the “Company”), announced the commencement of a cash tender offer (the “Tender Offer”) to purchase up to $450,000,000 of the outstanding aggregate principal amount of the Issuers’ 5.500% Senior Notes due 2025 (the “Notes”). The Tender Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase, dated June 11, 2024 (as may be amended or supplemented from time to time, the “Offer to Purchase”). The Tender Offer will expire at 5:00 p.m., New York City time, on July 11, 2024, unless extended or earlier terminated (the “Expiration Time”). The consummation of the Tender Offer and the Issuers’ obligation to accept for purchase, and to pay for, the Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer are subject to the satisfaction of or waiver of certain conditions.

 

The applicable consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase. Holders of the Notes will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date in the manner described in the Offer to Purchase.

 

The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may be incorporated by reference in a registration statement or filing by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), only if and to the extent such subsequent filing specifically references the information herein as being incorporated by reference in such filing.

 

This Current Report on Form 8-K shall not constitute an offer to purchase or a solicitation of an offer to sell with respect to any Notes. Any offer to purchase the Notes will be made by means of the Offer to Purchase, nor shall there be any offer to purchase in any jurisdiction in which such an offer to purchase would be unlawful.

 

Item 8.01.

Other Events.

 

On June 11, 2024, the Company issued a press release announcing the commencement of the Tender Offer. A copy of the Press Release announcing the Tender Offer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information included in this Current Report on Form 8-K under this Item 8.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. It may be incorporated by reference in a registration statement or filing by the Company under the Exchange Act or the Securities Act only if and to the extent such subsequent filing specifically references the information herein as being incorporated by reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number:		Description
99.1		Press Release of UGI Corporation dated June 11, 2024 announcing the commencement of a cash tender offer for up to $450,000,000 of the outstanding aggregate principal amount of AmeriGas Partners, L.P.’s and AmeriGas Finance Corp.’s 5.500% Senior Notes due 2025.
104		Cover Page Interactive Data File (formatted as inline XBRL).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	UGI Corporation
June 11, 2024	By:	/s/ Jessica A. Milner
	Name:	Jessica A. Milner
	Title:	Secretary

 

 

 

 

Exhibit 99.1

 

 

 

AmeriGas Partners, L.P. and AmeriGas Finance Corp. Commence Cash Tender Offer for up to $450,000,000 of the Outstanding Aggregate Principal Amount of their 5.500% Senior Notes due 2025.

 

VALLEY FORGE, Pa.—(BUSINESS WIRE)—June 11, 2024—UGI Corporation (NYSE: UGI) announced today that its subsidiaries, AmeriGas Partners, L.P. (“AmeriGas Partners”) and AmeriGas Finance Corp. (together with AmeriGas Partners, the “Offerors”), have commenced an offer to purchase for cash up to $450,000,000 of the outstanding aggregate principal amount of the Offerors’ 5.500% Senior Notes due 2025 (the “Notes”), upon terms and subject to the conditions set forth in the Offer to Purchase, dated June 11, 2024 (as may be amended or supplemented from time to time, the “Offer to Purchase”) (the “Offer”).

 

Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on June 25, 2024 (the “Early Tender Deadline”) will be eligible to receive a purchase price of $1,005.00 per $1,000 principal amount of Notes tendered, including an early tender payment of $50.00 per $1,000 principal amount of the Notes tendered. Notes validly tendered and not validly withdrawn after the Early Tender Deadline but at or prior to 5:00 p.m., New York City time, on July 11, 2024 (the “Expiration Time”) will be eligible to receive a purchase price of $955.00 per $1,000 principal amount of Notes tendered. Tendering holders will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.

 

Subject to certain exceptions, tendered Notes can only be withdrawn before 5:00 p.m., New York City time, on the Early Tender Deadline (the “Withdrawal Deadline”). Following the Withdrawal Deadline, holders who have tendered their Notes may not withdraw such Notes unless the Offerors are required to extend withdrawal rights under applicable law.

 

The Offerors expressly reserve the right, in their reasonable discretion, subject to applicable law, to terminate the tender offer at any time prior to the Expiration Time. The Offerors will not be required to purchase any of the Notes tendered unless certain conditions have been satisfied.

 

In connection with the Offer, the Offerors have retained BNP Paribas Securities Corp. as the Dealer Manager. Questions regarding the tender offer should be directed to BNP Paribas Securities Corp. by calling collect at [phone] or toll free at [phone]. Requests for copies of the Offer to Purchase and related documents should be directed to D.F. King & Co., Inc., the Information Agent for the tender offer, at [phone] (toll free) or 212-269-5550.

 

This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes. Any offer to purchase the Notes will be made by means of an Offer to Purchase. No offer to purchase will be made in any jurisdiction in which such an offer to purchase would be unlawful.

 

Cautionary Statements:

 

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the Offerors’ intention to purchase any Notes. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this press release and are based on current expectations and involve a number of assumptions, risks, and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in AmeriGas Partners’ most recent annual report and in UGI’s filings with the Securities and Exchange Commission, and in UGI’s and the Offerors’ other communications with investors. UGI and the Offerors disclaim any obligation to update or revise any forward-looking statements.

 

About AmeriGas Partners

 

AmeriGas Partners is the largest retail propane marketer in the United States, with approximately 940 million gallons of propane sold annually to 1.2 million customers in all 50 states from approximately 1,380 locations.

 

About UGI

 

UGI Corporation (NYSE: UGI) is a distributor and marketer of energy products and services in the US and Europe. UGI offers safe, reliable, affordable, and sustainable energy solutions to customers through its subsidiaries, which provide natural gas transmission and distribution, electric generation and distribution, midstream services, propane distribution, renewable natural gas generation, distribution and marketing, and energy marketing services.

 

INVESTOR RELATIONS
610-337-1000
Tameka Morris, ext. 6297
Arnab Mukherjee, ext. 7498

 

 

 

Cover	Jun. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 11, 2024
Entity File Number	1-11071
Entity Registrant Name	UGI Corporation
Entity Central Index Key	0000884614
Entity Tax Identification Number	23-2668356
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	500 North Gulph Road
Entity Address, City or Town	King of Prussia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19406
City Area Code	610
Local Phone Number	337-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	UGI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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