UGI Corporation: enters note purchase agreement for $50,000,000

What happened

• UGI Corporation filed an 8-K reporting that its indirect, wholly owned subsidiary Mountaineer Gas Company, a West Virginia corporation, entered into a Note Purchase Agreement and privately placed $30,000,000 of 5.95% Senior Notes, Series H (maturing Sep 28, 2038) and $20,000,000 of 6.05% Senior Notes, Series I (maturing Sep 28, 2041). Funding of the Notes occurred on Sep 28, 2026 and pricing occurred on Jun 30, 2026. Interest is payable semiannually on Mar 28 and Sep 28.

Key details

• The Notes are unsecured and unsubordinated obligations of Mountaineer, ranking pari passu with Mountaineer’s existing and future unsecured and unsubordinated indebtedness.
• Proceeds will be used primarily to refinance indebtedness and for general corporate purposes.
• Covenants include limits such as: sale of assets limited to 15% of consolidated total assets in any fiscal year; priority indebtedness not to exceed 15% of consolidated tangible net worth; total debt to total capitalization not to exceed 0.65 to 1.00; consolidated EBITDA to consolidated interest expense at least 2.00 to 1.00; consolidated tangible net worth not less than $70,000,000.
• The Notes are callable by Mountaineer (with a make-whole prior to specified dates and at par after Jun 30, 2038 for Series H and after Jun 30, 2041 for Series I). Holders have change-of-control put rights under specified ownership and rating conditions.

Why it may matter

• The filing reports an entry into a note purchase agreement (Item 1.01) and the creation of a direct financial obligation (Item 2.03) for Mountaineer Gas Company under which $50,000,000 of senior notes were issued and funded on Sep 28, 2026. The filing describes the terms, covenants and events of default associated with the Notes. The filing does not show why the insider traded or why the company acted.