UGI CORP /PA/ 8-K

What Happened

• On May 13, 2026, UGI International, LLC (an indirect, wholly owned subsidiary of UGI Corporation) priced a private offering of €300,000,000 aggregate principal amount of 5.000% senior notes due 2031. The offering is exempt from registration under the U.S. Securities Act. Closing is expected on or about May 21, 2026, subject to customary closing conditions.

Key Details

• Amount and rate: €300,000,000 of senior notes at a 5.000% coupon, maturing in 2031.
• Use of proceeds: to (i) repay short‑term borrowings under UGI International’s senior unsecured revolving credit facility related to a dividend paid to the parent and contributed to AmeriGas Partners, L.P., (ii) repay other amounts under the revolving facility, (iii) partially prepay borrowings under UGI International’s senior unsecured term loan, and (iv) pay fees/expenses; any remainder for general corporate purposes.
• Intercompany repayment: The offering is not conditioned on AmeriGas repaying an intercompany loan; if UGI International does not receive expected intercompany repayments, it expects to reduce planned repayments of the revolving facility and/or term loan.
• Filing note: UGI issued a press release on May 13, 2026 (attached as Exhibit 99.1). The 8‑K includes standard forward‑looking statement cautionary language.

Why It Matters

• This transaction raises long‑term debt to refinance and reduce short‑term borrowings, which affects UGI International’s debt mix and near‑term liquidity management. Investors should note the size, fixed 5.00% coupon, expected closing date, and that planned repayments depend partly on intercompany cash flows from AmeriGas.