UGI Corp Terminates Agreement, Creates New Financial Obligation

TL;DR

UGI terminated a deal, now has new financial obligations. Watch closely.

AI Summary

On August 2, 2024, UGI Corporation entered into a Material Definitive Agreement related to the termination of a previous agreement. This action also created a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing details these financial and contractual changes.

Why It Matters

This filing indicates a significant change in UGI Corporation's contractual and financial commitments, which could impact its future financial performance and operational strategies.

Risk Assessment

Risk Level: medium — The termination of a material agreement and the creation of new financial obligations introduce uncertainty and potential financial risks for the company.

Key Players & Entities

• UGI Corporation (company) — Registrant
• August 2, 2024 (date) — Date of earliest event reported
• Pennsylvania (jurisdiction) — State of Incorporation
• 500 North Gulph Road, King of Prussia, PA 19406 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $200 million — . The Credit Agreement provides for a $200 million asset-based revolving credit facility,
• $20 million — revolving credit facility, including a $20 million sublimit for the issuance of letters of
• $150 m — Credit Agreement by up to an additional $150 million, to a total of $350 million, upon
• $350 m — additional $150 million, to a total of $350 million, upon the receipt of commitments
• $75 m — of (i) 100% of qualified cash and (ii) $75 million, plus (b) the sum of 85% of eligi

Filing Documents

• ugi-20240802x8k.htm (8-K) — 43KB
• ugi-20240802xex10d1.htm (EX-10.1) — 1293KB
• 0001558370-24-011123.txt ( ) — 1698KB
• ugi-20240802.xsd (EX-101.SCH) — 4KB
• ugi-20240802_def.xml (EX-101.DEF) — 3KB
• ugi-20240802_lab.xml (EX-101.LAB) — 16KB
• ugi-20240802_pre.xml (EX-101.PRE) — 11KB
• ugi-20240802x8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 2, 2024 (the "Effective Date"), AmeriGas Propane, L.P. (the "Borrower"), a Delaware limited partnership and an indirect, wholly owned subsidiary of UGI Corporation, a Pennsylvania corporation, entered into that certain Revolving Credit and Security Agreement (the "Credit Agreement"), by and among the Borrower, the other borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto (collectively, the "Lenders") and PNC Bank, National Association, as agent for the Lenders (the "Agent"). In connection with the entering into of the Credit Agreement, the Borrower paid off in full and terminated that certain Credit Agreement, dated as of September 28, 2022 (as amended, restated, amended and restated or otherwise modified from time to time, the "Existing Credit Agreement"), by and among AmeriGas Propane, L.P., AmeriGas Propane, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent. The Credit Agreement provides for a $200 million asset-based revolving credit facility, including a $20 million sublimit for the issuance of letters of credit. The Borrower has the option to increase the commitments under the Credit Agreement by up to an additional $150 million, to a total of $350 million, upon the receipt of commitments from one or more lenders and subject to the terms and conditions of the Credit Agreement. The maximum borrowings permitted to be made at any time under the Credit Agreement is equal to (a) the lesser of (x) the Formula Amount for the borrowing base and (y) the Maximum Revolving Advance Amount less the outstanding Advances less the maximum undrawn amount of all outstanding letters of credit less unreimbursed fees and expenses owing to the Agent or any Lender. The Formula Amount for the borrowing base is equal to (a) the lesser of (i) 100% of qualified cash and

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On August 2, 2024, the Borrower terminated without penalty its Existing Credit Agreement, as described in Item 1.01 above. The information set forth above in Item 1.01 regarding the Existing Credit Agreement is hereby incorporated into this Item 1.02 by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in Item 1.01 regarding the Credit Agreement is hereby incorporated into this Item 2.03 by reference, insofar as it relates to the creation of a direct financial obligation. This description is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number: Description 10.1 Revolving Credit and Security Agreement, dated August 2, 2024, by and among AmeriGas Propane, L.P., the other borrowers from time to time party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and PNC Bank, National Association, as agent. 104 Cover Page Interactive Data File (formatted as inline XBRL).

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. UGI Corporation August 6, 2024 By: /s/ Jessica A. Milner Name: Jessica A. Milner Title: Secretary

View Full Filing

View this 8-K filing on SEC EDGAR