UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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 27~~August 5, 2019

UGI ~~UTILITIES~~Utilities, ~~INC~~Inc.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Pennsylvania	1-1398	123-~~1398~~1174060	~~23-1174060~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification Number)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

~~Address,~~One ~~including~~UGI ~~zip code~~Drive, ~~and telephone number~~Denver, ~~including~~PA ~~area~~17517 ~~code, of registrant’s principal executive offices~~

1(Address ~~UGI~~of ~~Drive,~~principal ~~Denver,~~executive PAoffices) ~~17517~~(Zip Code)

(Registrant’s Telephone Number, Including Area Code: 610) 796-3400

~~Check~~Not 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 (see General Instruction A.2. below): Applicable

☐Former ~~Written~~Name ~~Communications~~or ~~pursuant~~Former toAddress, ~~Rule~~if ~~425~~Changed ~~under~~Since ~~the~~Last ~~Securities Act (17 CFR 230.425)~~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: None

~~Title~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of ~~each~~the ~~class:~~Securities ~~Trading~~Act ~~Symbol~~of 1933 (~~s):~~17 ~~Name~~CFR §230.405 of ~~each~~this ~~exchange~~chapter) onor ~~which~~Rule ~~registered:~~12b-2 ~~Common~~of ~~Stock,~~the ~~without~~Securities ~~par~~Exchange ~~value~~Act ~~UGI~~of ~~New~~1934 ~~York~~(17 ~~Stock~~CFR ~~Exchange,~~§240.12b ~~Inc~~of this chapter).

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1 2.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~June~~August 275, 2019, UGI ~~Utilities~~Corporation, ~~Inc., a Pennsylvania corporation (~~the ~~“Company”),~~parent ~~entered~~of ~~into~~UGI ~~that certain Credit Agreement (the “Credit Agreement”) by and among the Company~~Utilities, ~~PNC Bank~~Inc., ~~National~~issued ~~Association,~~a aspress ~~administrative~~release ~~agent,~~announcing ~~Citizens~~financial ~~Bank,~~results ~~N.A.,~~for ~~as syndication agent~~itself, ~~PNC~~including ~~Capital~~UGI ~~Markets LLC and Citizens Bank~~Utilities, NInc.A., asfor ~~joint lead arrangers and~~ the ~~other financial~~fiscal ~~institutions~~quarter ~~from~~ended ~~time to time party thereto (collectively~~June 30, ~~the “Lenders”)~~2019. A ~~Concurrently~~copy ~~with entering into the Credit Agreement, the Company terminated its existing $300 million revolving credit agreement dated as~~ of ~~March 27,~~ ~~2015 by and among~~ the ~~Company,~~press asrelease ~~borrower,~~is ~~PNC~~furnished ~~Bank, National Association,~~ as ~~administrative~~Exhibit ~~agent,~~99.1 ~~Citizens~~to ~~Bank~~this ofreport ~~Pennsylvania, as syndication agent,~~ and ~~the~~is ~~other~~incorporated ~~financial~~herein ~~institutions~~by ~~parties thereto~~reference.

Under and subject to the terms and conditions of the Credit Agreement, the Lenders have committed to provide loans to the Company in an aggregate amount of $350 million, including a letter of credit subfacility of up to $100 million and swing line advances of up to $35 million. In addition, the Company may request an increase in the amount of loan commitments under the Credit Agreement to a maximum aggregate amount of $150 million. The Company may use the proceeds of loans made under the Credit Agreement to refinance existing indebtedness and for working capital, acquisitions, capital expenditures and other general corporate purposes, including for its subsidiaries.

Revolving Credit Advances (as defined in the Credit Agreement) that are Base Rate Advances (as defined in the Credit Agreement) will bear interest at a rate equal to the sum of (1) the highest of (a) the federal funds open rate plus 0.50%, (b) the prime rate, or (c) the daily LIBOR rate plus 1.0%, and (2) the Applicable Margin (as defined in the Credit Agreement), each as in effect on the date of the borrowing. The Applicable Margin will be based on the credit ratings assigned to certain indebtedness of the Company. Revolving Credit Advances that are Eurodollar Rate Advances (as defined in the Credit Agreement) will bear interest at a rate equal to the sum of (1) the London interbank offered rates divided by a number equal to 1.00 minus the Eurodollar Rate Reserve Percentage (as defined in the Credit Agreement), and (2) the Applicable Margin.

In connection with the issuance of a letter of credit, the Company will pay (1) a quarterly fee equal to the Applicable Margin for Eurodollar Rate Advances in effect on such date, and (2) a quarterly fronting fee equal to 0.125% of the face amount of the letter of credit, plus administrative expenses. Each swing line advance will bear interest at a rate equal to the sum of the daily LIBOR rate plus the Applicable Margin for Eurodollar Rate Advances as in effect on such date.

The Credit Agreement has a termination date of June 25, 2020. The termination date may be extended to June 26, 2024 if, on or before the date that is 364 days after the Effective Date (as defined in the Credit Agreement), the Company satisfies certain requirements relating to approval of the Credit Agreement by the Pennsylvania Public Utility Commission. The Company intends to seek such regulatory approval. The Company may voluntarily prepay its borrowings under the Credit Agreement, in whole or in part, without any premium or penalty.

The Credit Agreement contains customary representations and warranties and affirmative and negative covenants for agreements of this type, including, among others, covenants regarding the maintenance of a financial ratio, covenants relating to financial reporting, compliance with laws, payment of taxes, preservation of existence, books and records, maintenance of properties and insurance, limitations on liens, restrictions on mergers and restrictions on sales of all or substantially all of the Company’s assets, and limitations on changes in the nature of the Company’s business.

The Credit Agreement provides for customary events of default, including, among other things, in the event of nonpayment of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect in any material respect when made, failure to perform or observe covenants within a specified period of time, a cross-default to other Company indebtedness of a specified amount, the bankruptcy or insolvency of the Company, monetary judgment defaults of a specified amount, a change of control of the Company, and ERISA defaults resulting in liability for a specified amount. In the event of a default by the Company, the requisite number of Lenders (or the agent at their request) may declare all amounts owed under the Credit Agreement and outstanding Letters of Credit immediately due and payable and terminate the Lenders’ commitments to make loans under the Credit Agreement. For defaults related to insolvency and receivership, the commitments of the Lenders will be automatically terminated and all outstanding loans and other amounts will become immediately due and payable. Under the terms of the Credit Agreement, a 2% interest penalty may apply to any outstanding amount not paid when due or that remains outstanding while an event of default exists.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

On June 27, 2019, the Company terminated without penalty its revolving credit agreement dated as of March 27, 2015 as described in Item 1.01 above.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 regarding the Company’s borrowing under the Credit Agreement is hereby incorporated into this Item 2.03 by reference. This description is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:

1099.1 ~~Credit~~Press ~~Agreement,~~Release ~~dated~~of asUGI ~~of June 27~~Corporation, ~~2019,~~the byparent ~~and~~of ~~among~~ UGI Utilities, Inc., asdated ~~borrower,~~August ~~PNC Bank~~5, ~~National Association, as administrative agent, Citizens Bank, N~~2019.~~A., as syndication agent, and the lenders party thereto.~~

~~Exhibit~~EXHIBIT ~~Index~~ INDEX

Exhibit No.		Description of Exhibit
10.1		Credit Agreement, dated as of June 27, 2019, by and among UGI Utilities, Inc., as borrower, PNC Bank, National Association, as administrative agent, Citizens Bank, N.A., as syndication agent, and the lenders party thereto.

The Following Exhibit Is Furnished:




EXHIBIT NO.	DESCRIPTION
99.1	Press Release of UGI Corporation, the parent of UGI Utilities, Inc., dated August 5, 2019.
101.INS	XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

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

			UGI UTILITIES, INC.
	UGI Utilities, Inc.
Date: July 2, 2019			By:	/s/ Daniel J. Platt
August 6, 2019	By:	/s/ Daniel J. Platt
				Name: Daniel J. Platt
	Name:	Daniel J. Platt
				Title: Chief Financial Officer and Treasurer
	Title:	Vice President - Finance and Chief Financial Officer

Filing Compare · UGI UTILITIES INC