UGI CORP /PA/ 8-K

What Happened

• UGI Corporation disclosed on May 26, 2026 that its indirect, wholly owned subsidiaries AmeriGas Partners, L.P. and AmeriGas Finance Corp. issued $500.0 million aggregate principal amount of 6.875% senior unsecured notes due 2031 on May 20, 2026. The 2031 Notes pay interest semi‑annually (June 1 and December 1, beginning December 1, 2026) and were sold in a private offering to qualified institutional buyers (Rule 144A) and non‑U.S. persons (Regulation S).
• Proceeds are being used to (i) repurchase/redeem in full AmeriGas’ 5.750% Senior Notes due 2027, (ii) repurchase up to $175.0 million of 9.375% Senior Notes due 2028, (iii) repay $150.0 million of an intercompany loan to UGI International, LLC, and (iv) pay fees and expenses.
• Separately, the Issuers accepted tenders of $468.471 million of 2027 Notes on May 20, 2026 (paid $1,011.18 per $1,000 plus accrued interest) and deposited $44,139,692.58 to redeem the remaining 2027 Notes on June 10, 2026; the 2027 Notes indenture has been satisfied and discharged as to those notes.
• Early results of the 2028 Notes tender offer (announced May 26, 2026): $224.771 million (≈45.6%) of the 2028 Notes were validly tendered by the early deadline (May 22, 2026). Because tenders exceed the $175.0 million cap, acceptances will be pro rata with an approximate proration factor of 77.9%; no tenders after the early deadline will be accepted.

Key Details

• Issuance: $500.0 million 6.875% senior unsecured notes due June 1, 2031 (issued May 20, 2026).
• Use of proceeds: retire 2027 Notes in full; repurchase up to $175.0M of 2028 Notes; repay $150.0M intercompany loan; fees/expenses.
• 2027 Notes action: $468.471M tendered and purchased May 20, 2026 at $1,011.18 per $1,000; remaining 2027 Notes funded for redemption on June 10, 2026 with $44,139,692.58 deposited to trustee.
• Redemption and covenants: 2031 Notes contain optional redemption features (make‑whole prior to June 1, 2028; declining call premium thereafter), up-to‑40% equity‑proceeds redemption at 106.875% prior to June 1, 2028, change‑of‑control repurchase at 101%, and customary covenants limiting liens, indebtedness, affiliates transactions, mergers/sales and restricted payments.
• Ranking: senior unsecured, pari passu with other senior unsecured debt, effectively junior to secured debt and structurally subordinated to liabilities of subsidiaries that do not guarantee the notes (including AmeriGas’ operating partnership indebtedness).

Why It Matters

• The transaction creates a new $500M senior unsecured obligation for AmeriGas (a direct financial obligation of UGI’s subsidiaries) and materially changes near‑term debt maturities by retiring the 2027 notes and reducing outstanding 2028 notes. That extends the issuer’s funded debt maturity profile to 2031.
• Investors should note the coupon (6.875%) and the senior unsecured status (equal to other senior unsecured debt but subordinated to secured creditors and to non‑guarantor subsidiary obligations). Redemption features, covenants and change‑of‑control repurchase rights are detailed in the 2031 Notes indenture filed as Exhibit 4.1.
• The 2028 tender was oversubscribed at the early deadline and will be prorated, indicating demand for the exchange at the offered terms; no late tenders will be accepted.