UGI Corporation filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State
or Other Jurisdiction |
(Commission
|
(IRS Employer |
(Address of Principal Executive Offices) (Zip Code) | ||
Registrant’s Telephone Number, Including
Area Code:
Not
Applicable
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) |
Name
of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
On June 26, 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 early tender results for the previously announced cash tender offer (the “Tender Offer”) for the Issuers’ 5.500% Senior Notes due 2025 (the “Notes”). In connection with the foregoing, the Issuers have also increased the maximum aggregate principal amount of the Notes that they will accept for purchase from the previously announced amount of $450,000,000 to $475,000,000 (as amended herein, the “Tender Cap”).
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 amended herein, the “Offer to Purchase”). The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offer. Except as specifically amended in the press release announcing the early results of, and upsize in, the Tender Offer all other terms of the Tender Offer as previously announced in the Offer to Purchase remain unchanged. A copy of the press release announcing the early results of, and upsize in, the Tender Offer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on June 25, 2024 (the “Early Tender Deadline”), according to information provided by D.F. King & Co., Inc., the information and tender agent for the Tender Offer, the aggregate principal amount of the Notes as set forth in the table below under “Principal Amount Tendered at Early Tender Deadline” has been validly tendered and not validly withdrawn. Withdrawal rights expired at 5:00 p.m., New York City time, on the Early Tender Deadline.
| Title of Security | CUSIP No. | Principal Amount Outstanding | Principal Amount Tendered at Early Tender Deadline | Aggregate Principal Amount Accepted for Purchase | ||||||||||||
| 5.500% Senior Notes due 2025 | 030981AK0 | $ | 693,067,000 | $ | 632,586,000 | $ | 475,000,000 | |||||||||
The Issuers have elected to exercise their right to make payment for the Notes that were validly tendered prior to or at the Early Tender Deadline and that are accepted for purchase on June 27, 2024 (the “Initial Settlement Date”).
The acceptance of tendered Notes was made in accordance with the Tender Offer terms as described in the Offer to Purchase. As the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Early Tender Deadline exceeds the Tender Cap, any such tendered Notes will be accepted on a pro rata basis as set forth in the Offer to Purchase, subject to a proration factor of approximately 75.17%. As described further in the Offer to Purchase, any Notes tendered and not accepted for purchase will be promptly credited to the tendering holder’s account. Since the Tender Offer for the Notes is fully subscribed at the Early Tender Deadline, the Issuers will not accept for purchase any Notes tendered after the Early Tender Deadline.
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 26, 2024, the Company issued a press release announcing the early results of, and upsize in, the Tender Offer. A copy of the press release announcing the early results of, and upsize in, 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 26, 2024 announcing the early results and upsize of previously announced cash tender offer for 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 26, 2024 | By: | /s/ Jessica A. Milner |
| Name: | Jessica A. Milner | |
| Title: | Secretary | |