AmeriGas Partners, L.P. and AmeriGas Finance Corp. Commence Cash Tender Offer for up to $450,000,000 of the Outstanding Aggregate Principal Amount of their 5.500% Senior Notes due 2025.
June 11 2024 - 5:00PM
Business Wire
UGI Corporation (NYSE: UGI) announced today that its
subsidiaries, AmeriGas Partners, L.P. (“AmeriGas Partners”) and
AmeriGas Finance Corp. (together with AmeriGas Partners, the
“Offerors”), have commenced an offer to purchase for cash up to
$450,000,000 of the outstanding aggregate principal amount of the
Offerors’ 5.500% Senior Notes due 2025 (the “Notes”), upon terms
and subject to the conditions set forth in the Offer to Purchase,
dated June 11, 2024 (as may be amended or supplemented from time to
time, the “Offer to Purchase”) (the “Offer”).
Notes validly tendered and not validly withdrawn at or prior to
5:00 p.m., New York City time, on June 25, 2024 (the “Early Tender
Deadline”) will be eligible to receive a purchase price of $1,005
per $1,000 principal amount of Notes tendered, including an early
tender payment of $50 per $1,000 principal amount of the Notes
tendered. Notes validly tendered and not validly withdrawn after
the Early Tender Deadline but at or prior to 5:00 p.m., New York
City time, on July 11, 2024 (the “Expiration Time”) will be
eligible to receive a purchase price of $955 per $1,000 principal
amount of Notes tendered. Tendering holders will also receive
accrued and unpaid interest from the last interest payment date to,
but not including, the applicable settlement date.
Subject to certain exceptions, tendered Notes can only be
withdrawn before 5:00 p.m., New York City time, on the Early Tender
Deadline (the “Withdrawal Deadline”). Following the Withdrawal
Deadline, holders who have tendered their Notes may not withdraw
such Notes unless the Offerors are required to extend withdrawal
rights under applicable law.
The Offerors expressly reserve the right, in their reasonable
discretion, subject to applicable law, to terminate the tender
offer at any time prior to the Expiration Time. The Offerors will
not be required to purchase any of the Notes tendered unless
certain conditions have been satisfied.
In connection with the Offer, the Offerors have retained BNP
Paribas Securities Corp. as the Dealer Manager. Questions regarding
the tender offer should be directed to BNP Paribas Securities Corp.
by calling collect at (212) 841-3059 or toll free at (888)
210-4358. Requests for copies of the Offer to Purchase and related
documents should be directed to D.F. King & Co., Inc., the
Information Agent for the tender offer, at (800) 207-3159 (toll
free) or 212-269-5550.
This announcement is not an offer to purchase or a solicitation
of an offer to sell with respect to any Notes. Any offer to
purchase the Notes will be made by means of an Offer to Purchase.
No offer to purchase will be made in any jurisdiction in which such
an offer to purchase would be unlawful.
Cautionary Statements:
This press release contains “forward-looking statements” within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, Section 27A of the Securities Act of 1933, as amended,
and the U.S. Private Securities Litigation Reform Act of 1995,
including statements regarding the Offerors’ intention to purchase
any Notes. Readers are cautioned not to place undue reliance on
these forward-looking statements and any such forward-looking
statements are qualified in their entirety by reference to the
following cautionary statements. All forward-looking statements
speak only as of the date of this press release and are based on
current expectations and involve a number of assumptions, risks,
and uncertainties that could cause the actual results to differ
materially from such forward-looking statements. Readers are
strongly encouraged to read the full cautionary statements
contained in AmeriGas Partners’ most recent annual report and in
UGI’s filings with the Securities and Exchange Commission, and in
UGI’s and the Offerors’ other communications with investors. UGI
and the Offerors disclaim any obligation to update or revise any
forward-looking statements.
About AmeriGas Partners
AmeriGas Partners is the largest retail propane marketer in the
United States, with approximately 940 million gallons of propane
sold annually to 1.2 million customers in all 50 states from
approximately 1,380 locations.
About UGI
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.
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