UGI Corp Files 8-K: Agreements, Financials, and Equity Sales

TL;DR

UGI Corp filed an 8-K detailing new financial obligations, off-balance sheet arrangements, and unregistered equity sales.

AI Summary

On June 11, 2024, UGI Corporation entered into a Material Definitive Agreement related to a direct financial obligation. The company also reported on the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Additionally, UGI Corporation disclosed unregistered sales of equity securities and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by UGI Corporation, including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves financial obligations and equity sales, which inherently carry financial risks and could signal changes in the company's financial strategy.

Key Players & Entities

• UGI Corporation (company) — Registrant
• June 11, 2024 (date) — Date of Report
• Pennsylvania (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $700,000,000 — GI Corporation (the " Company ") issued $700,000,000 principal amount of its 5.00% Convertib
• $90,000,000 — s are first issued, up to an additional $90,000,000 principal amount of Notes. The Notes is
• $1,000 — hares of the Company's common stock per $1,000 principal amount of Notes, which repres
• $27.60 — itial conversion price of approximately $27.60 per share of the Company's common stock
• $125,000,000 — btedness for borrowed money of at least $125,000,000; and (vi) certain events of bankruptcy,

Filing Documents

• tm2416498d3_8k.htm (8-K) — 35KB
• tm2416498d3_ex4-1.htm (EX-4.1) — 702KB
• image_007.jpg (GRAPHIC) — 2KB
• image_008.jpg (GRAPHIC) — 3KB
• image_009.jpg (GRAPHIC) — 3KB
• image_010.jpg (GRAPHIC) — 3KB
• image_011.jpg (GRAPHIC) — 3KB
• image_012.jpg (GRAPHIC) — 4KB
• 0001104659-24-070380.txt ( ) — 1050KB
• ugi-20240611.xsd (EX-101.SCH) — 3KB
• ugi-20240611_lab.xml (EX-101.LAB) — 33KB
• ugi-20240611_pre.xml (EX-101.PRE) — 22KB
• tm2416498d3_8k_htm.xml (XML) — 3KB

01. Entry Into or Amendment of a Material Definitive Agreement

Item 1.01. Entry Into or Amendment of a Material Definitive Agreement. On June 11, 2024, UGI Corporation (the " Company ") issued $700,000,000 principal amount of its 5.00% Convertible Senior Notes due 2028 (the " Notes "). The Notes were issued pursuant to, and are governed by, an indenture (the " Indenture "), dated as of June 11, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the " Trustee "). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers 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 issued on June 11, 2024 include $90,000,000 principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option. The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. The Notes will accrue interest at a rate of 5.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. The Notes will mature on June 1, 2028, unless earlier repurchased or converted. Before March 1, 2028, noteholders will have the right to convert their Notes only upon the occurrence of

03. Creation of a Direct Financial Obligation or an Off-Balance

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 30,434,740 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 43.4782 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number: Description 4.1 Indenture, dated as of June 11, 2024, between UGI Corporation and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 5.00% Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1). 104 Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 11, 2024 UGI Corporation By: /s/ Jessica A. Milner Name: Jessica A. Milner Title: Secretary

View Full Filing

View this 8-K filing on SEC EDGAR