UGI Corporation Announces Proposed Convertible Senior Notes Offering
June 06 2024 - 7:00AM
Business Wire
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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