UGI CORP /PA/

0000884614 false 0000884614 2026-05-20 2026-05-20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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): May 20, 2026 UGI Corp oration (Exact Name of Registrant as Specified in Its Charter) Pennsylvania 1-11071 23-2668356 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 500 North Gulph Road , King of Prussia , PA 19406 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 610 337-1000 Not Applicable Former Name or Former Address, if Changed Since Last 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: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, without par value UGI New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company 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 1.01 Entry into a Material Definitive Agreement. Senior Notes Issued by AmeriGas Partners and Finance Corp. On May 20, 2026, AmeriGas Partners, L.P. (“AmeriGas Partners”) and AmeriGas Finance Corp. (“Finance Corp.” and, together with AmeriGas Partners, the “Issuers”), indirect, wholly owned subsidiaries of UGI Corporation (the “Company”), issued $500.0 million aggregate principal amount of their 6.875% senior unsecured notes due 2031 (the “2031 Notes” and the offering of the 2031 Notes, the “Offering”). The 2031 Notes were issued pursuant to an Indenture, dated as of May 20, 2026 (the “2031 Notes Indenture”), between the Issuers and U.S. Bank Trust Company, National Association (“USBTC”), as trustee (the “Trustee”). The 2031 Notes will pay cash interest semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The 2031 Notes were issued 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”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. Optional Redemption Provisions and Change of Control Triggering Event Repurchase Right At any time and from time to time prior to June 1, 2028, upon not less than 10 nor more than 60 days’ notice, the 2031 Notes will be redeemable at the Issuers’ option, in whole at any time or in part from time to time, at a price equal to 100.0% of the principal amount of the 2031 Notes redeemed, plus a make-whole premium as set forth in the 2031 Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time and from time to time on or after June 1, 2028, upon not less than 10 nor more than 60 days’ notice, the Issuers may redeem all or a part of the 2031 Notes, at their option, subject to the payment of a redemption price together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The redemption price includes a call premium that declines (from 3.438% to 0.000%) depending on the year of redemption. In addition, at any time prior to June 1, 2028, the Issuers may redeem up to 40.0% of the aggregate principal amount of the 2031 Notes at a redemption price equal to 106.875% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, with the net cash proceeds of one or more equity offerings by AmeriGas Partners or any direct or indirect parent of AmeriGas Partners (including the Company). The Issuers or a third party have the right to redeem the 2031 Notes at 101.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption following the consummation of a Change of Control Triggering Event, as defined in the 2031 Notes Indenture, if at least 90% of the 2031 Notes outstanding prior to such date of purchase are purchased pursuant to a change of control offer with respect to such Change of Control Triggering Event. The holders of the 2031 Notes will also have the right to require the Issuers to repurchase the 2031 Notes upon the occurrence of a Change of Control Triggering Event at an offer price equal to 101.0% of the principal amount of the 2031 Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. Ranking The 2031 Notes are the Issuers’ senior unsecured joint and several obligations. The 2031 Notes will rank equally in right of payment with all of the Issuers’ existing and future senior unsecured indebtedness. The 2031 Notes are effectively junior to any of the Issuers’ secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated in right of payment to all indebtedness and other liabilities of the Issuers’ subsidiaries that do not guarantee the 2031 Notes, including any obligations of AmeriGas Partners’ operating partnership, AmeriGas Propane, L.P. (the “Operating Partnership”), including the indebtedness of the Operating Partnership incurred under the Operating Partnership’s certain Senior Secured Revolving Credit Facility, dated as of August 2, 2024, as amended, restated, amended and restated, supplemented or otherwise modified from time to time. Restrictive Covenants The 2031 Notes Indenture contains covenants that limit AmeriGas Partners’ and its restricted subsidiaries’ ability to, among other things: (i) incur additional indebtedness; (ii) create or incur liens; (iii) engage in transactions with affiliates; (iv) engage in mergers or consolidations or sell all or substantially all of the Issuers’ assets; (v) make restricted payments, loans and investments; (vi) enter into business combinations and sell assets; and (vii) engage in other lines of business. The 2031 Notes Indenture also contains customary events of default. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2031 Notes Indenture. A copy of the 2031 Notes Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. Use of Proceeds The Issuers used (or intend to use in the case of clause (ii) below) the net proceeds of the issuance of the 2031 Notes, together with cash received by AmeriGas Partners in connection with an equity contribution by its parent, originally funded by a subsidiary of the Company, and cash on hand, to (i) repurchase or redeem in full the Issuers’ outstanding 5.750% Senior Notes due 2027 (the “2027 Notes”), (ii) repurchase up to $175.0 million aggregate principal amount of the Issuers’ outstanding 9.375% Senior Notes due 2028 (the “2028 Notes”), (iii) repay $150.0 million in outstanding indebtedness under an intercompany loan between AmeriGas Partners and UGI International, LLC,