UGI Corporation (NYSE: UGI) (The “Company” or “UGI”) today announced its intention to offer, subject to market and other conditions, $600,000,000 aggregate principal amount of convertible senior notes due 2028 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). UGI also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $90,000,000 principal amount of notes.
The notes will be senior, unsecured obligations of UGI, will accrue interest payable semi-annually in arrears and will mature on June 1, 2028, unless earlier repurchased or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. UGI will settle conversions in cash and, if applicable, shares of its common stock.
The notes will not be redeemable at UGI’s election before maturity.
If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require UGI to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
UGI intends to use the net proceeds from the offering to refinance existing indebtedness of UGI, including under UGI’s senior credit facility, and its subsidiaries and, for general corporate purposes.
The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About UGI Corporation
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.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering and the intended use of the proceeds. Forward-looking statements represent UGI’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of UGI’s common stock and risks relating to UGI’s business, including those described in periodic reports that UGI files from time to time with the SEC. UGI may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and UGI does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
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Investor Relations
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Tameka Morris, ext. 6297
Arnab Mukherjee, ext. 7498
