UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On May 17, 2021, UGI Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, related to the offering, issuance and sale of 2,000,000 of its Equity Units (the “Equity Units”), plus up to an additional 200,000 Equity Units that the underwriters have the option to purchase from the Company. Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell the Equity Units to the underwriters at a price of 97% of the initial public offering price. The Underwriting Agreement contains customary terms, conditions, representations and warranties and indemnification provisions. The issuance and sale of the Equity Units are scheduled to settle on May 25, 2021, subject to customary closing conditions.
The offering of the Equity Units was made under the Company’s Registration Statement on Form S-3ASR (File No. 333-256180), which was originally filed with the Securities and Exchange Commission on May 17, 2021. The Company intends to use the net proceeds from the offering to pay a portion of the purchase price of the Company’s acquisition of Mountaineer Gas Company, a West Virginia corporation, and related fees and expenses, and for general corporate purposes.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated May 17, 2021, among the Company and Wells Fargo Securities, LLC, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as representatives of the underwriters named therein relating to the offering of the Equity Units. | |
| 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 | ||||||||
| Date: May 20, 2021 | By: | /s/ Jessica A. Milner |
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| Jessica A. Milner | ||||||||
| Assistant Secretary | ||||||||