UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On June 11, 2024, 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”), announced the commencement of a cash tender offer (the “Tender Offer”) to purchase up to $450,000,000 of the outstanding aggregate principal amount of the Issuers’ 5.500% Senior Notes due 2025 (the “Notes”). The Tender Offer is being made upon the 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 Tender Offer will expire at 5:00 p.m., New York City time, on July 11, 2024, unless extended or earlier terminated (the “Expiration Time”). The consummation of the Tender Offer and the Issuers’ obligation to accept for purchase, and to pay for, the Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer are subject to the satisfaction of or waiver of certain conditions.
The applicable consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase. Holders of the Notes will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date in the manner described in the Offer to Purchase.
The information included in this Current Report on Form 8-K under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may be incorporated by reference in a registration statement or filing by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), only if and to the extent such subsequent filing specifically references the information herein as being incorporated by reference in such filing.
This Current Report on Form 8-K shall not constitute 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 the Offer to Purchase, nor shall there be any offer to purchase in any jurisdiction in which such an offer to purchase would be unlawful.
| Item 8.01. | Other Events. |
On June 11, 2024, the Company issued a press release announcing the commencement of the Tender Offer. A copy of the Press Release announcing the Tender Offer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 8.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. It may be incorporated by reference in a registration statement or filing by the Company under the Exchange Act or the Securities Act only if and to the extent such subsequent filing specifically references the information herein as being incorporated by reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number: |
Description | |
| 99.1 | Press Release of UGI Corporation dated June 11, 2024 announcing the commencement of a cash tender offer for up to $450,000,000 of the outstanding aggregate principal amount of AmeriGas Partners, L.P.’s and AmeriGas Finance Corp.’s 5.500% Senior Notes due 2025. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
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 | ||
| June 11, 2024 | By: |
/s/ Jessica A. Milner |
| Name: | Jessica A. Milner | |
| Title: | Secretary | |