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UGI (NYSE: UGI) subsidiary prices €300M 5% senior notes due 2031

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

UGI International, a subsidiary of UGI Corporation, has priced €300,000,000 of 5.000% senior notes due 2031 in a private offering. The notes are being offered under Rule 144A and Regulation S to institutional and non‑U.S. investors and are expected to close on or about May 21, 2026, subject to customary conditions.

The notes will be fully and unconditionally guaranteed by certain UGI International subsidiaries that already guarantee its €300,000,000 senior unsecured term loan and €500,000,000 senior unsecured revolving credit facility, but not by UGI Corporation itself. UGI International plans to use the net proceeds mainly to repay short-term and other borrowings under its revolving credit facility, partially prepay its term loan, and pay related fees and expenses, with any remaining funds for general corporate purposes.

A portion of the facility repayments is linked to a prior dividend to UGI that was contributed to AmeriGas Partners, L.P., which is expected to use part of those funds to repay an intercompany loan to UGI International. However, the notes offering is not conditioned on that intercompany repayment, and intended facility repayments may be reduced if the repayment is lower than expected.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes size €300,000,000 Aggregate principal amount of 5.000% senior notes due 2031
Coupon rate 5.000% Interest rate on senior notes due 2031
Expected closing date May 21, 2026 Expected closing of the notes offering
Existing term loan €300,000,000 Senior unsecured term loan facility guaranteed by certain subsidiaries
Existing revolver €500,000,000 Senior unsecured revolving credit facility to be partially repaid
5.000% senior notes financial
"priced its offering of €300,000,000 in aggregate principal amount of 5.000% senior notes due 2031"
Rule 144A regulatory
"offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
senior unsecured revolving credit facility financial
"repay short-term borrowings under the Revolving Credit Facility associated with the payment of a dividend"
A senior unsecured revolving credit facility is a bank loan line that a company can draw, repay and redraw up to an agreed limit, similar to a company credit card. It is “senior” because lenders are paid before other creditors if the company fails, and “unsecured” because it isn’t backed by specific assets; investors watch it for signals about a company’s short-term cash flexibility, borrowing cost and financial risk.
senior unsecured term loan facility financial
"partially prepay borrowings under UGI International’s senior unsecured term loan facility (the “Term Loan”)"
forward-looking statements regulatory
"contains statements, estimates, and projections that are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 13, 2026

 

UGI Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Pennsylvania

(State or Other Jurisdiction
of Incorporation)

1-11071

(Commission
File Number)

23-2668356

(IRS Employer
Identification No.)

     

500 North Gulph Road, King of Prussia, PA 19406

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 610 337-1000

 

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:

 

¨         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading
Symbol(s):		   Name of each exchange
on which registered:
Common Stock, without par value   UGI   New York Stock Exchange

 

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 8.01. Other Events.

 

On May 13, 2026, UGI International, LLC (“UGI International”), an indirect, wholly owned subsidiary of UGI Corporation (the “Company”), priced its offering of €300,000,000 in aggregate principal amount of 5.000% senior notes due 2031 (the “Notes”) in a private offering (the “Offering”) exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The closing of the Offering is expected to occur on or about May 21, 2026 and is subject to customary closing conditions.

 

UGI International intends to use the net proceeds of the issuance of the Notes to (i) repay short-term borrowings under UGI International’s senior unsecured revolving credit facility (the “Revolving Credit Facility”) associated with the payment of a dividend to the Company, which was contributed to AmeriGas Partners, L.P., an indirect, wholly owned subsidiary of the Company (“AmeriGas”), and a portion of which the Company expects will be used by AmeriGas to repay an intercompany loan owed to UGI International, (ii) repay other amounts currently outstanding under the Revolving Credit Facility, (iii) partially prepay borrowings under UGI International’s senior unsecured term loan facility (the “Term Loan”) and (iv) pay fees and expenses related to the foregoing, and the remainder will be used for general corporate purposes.

 

The Offering is not conditioned upon the repayment of the intercompany loan by AmeriGas, and if UGI International does not receive some or all of the expected repayment amounts on the intercompany loan, UGI International would expect to decrease intended repayments of amounts under the Revolving Credit Facility and/or Term Loan accordingly.

 

On May 13, 2026, the Company issued a press release regarding the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.

 

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the offered securities, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Cautionary Statement Concerning Forward-Looking Statements

 

This Current Report contains statements, estimates, and projections that are forward-looking statements (as defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act), including statements regarding the expected closing date of the offering and the intended use of proceeds from the offering of the Notes. Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “intend” or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. Management believes that these are reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control; accordingly, there is no assurance that results will be realized. You should read the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a more extensive list of factors that could affect results. The Company undertakes no obligation (and expressly disclaims any obligation) to update publicly any forward-looking statement, whether as a result of new information or future events, except as required by the federal securities laws.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number:		   Description
   
99.1   Press Release of UGI Corporation dated May 13, 2026 announcing the pricing of the Offering.
   
104   The cover page from this Current Report, formatted as Inline XBRL.

 

2

 

 

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.

 

May 13, 2026

 

​ UGI Corporation
​ ​
  By: /s/ Jessica A. Milner
​   Name: Jessica A. Milner
​   Title: Secretary

 

3

 

 

Exhibit 99.1

 

UGI International Prices Senior Notes Offering

 

VALLEY FORGE, PA., May 13, 2026 – UGI Corporation (“UGI” or the “Company”) (NYSE: UGI) announced today that its indirect, wholly owned subsidiary, UGI International, LLC (“UGI International”), priced its offering of €300,000,000 in aggregate principal amount of 5.000% senior notes due 2031 (the “Notes”). The Notes are being offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The closing of the offering is expected to occur on or about May 21, 2026 and is subject to customary closing conditions.

 

The Notes will be fully and unconditionally guaranteed by certain subsidiaries of UGI International that guarantee UGI International’s obligations under its existing €300,000,000 senior unsecured term loan facility (the “Term Loan”) and its existing €500,000,000 senior unsecured revolving credit facility (the “Revolving Credit Facility”), but will not be guaranteed by the Company.

 

UGI International intends to use the net proceeds of the issuance of the Notes to (i) repay short-term borrowings under the Revolving Credit Facility associated with the payment of a dividend to the Company, which was contributed to AmeriGas Partners, L.P., an indirect, wholly owned subsidiary of the Company (“AmeriGas”), and a portion of which the Company expects will be used by AmeriGas to repay an intercompany loan owed to UGI International, (ii) repay other amounts currently outstanding under the Revolving Credit Facility, (iii) partially prepay the Term Loan and (iv) pay fees and expenses related to the foregoing, and the remainder will be used for general corporate purposes.

 

The Notes offering is not conditioned upon the repayment of the intercompany loan by AmeriGas, and if UGI International does not receive some or all of the expected repayment amounts on the intercompany loan, UGI International would expect to decrease intended repayments of amounts under the Revolving Credit Facility and/or Term Loan accordingly.

 

The Notes and the related guarantees will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

 

This announcement is neither an offer to sell nor a solicitation of an offer to buy the Notes, the guarantees or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

 

Cautionary Statement Concerning Forward-Looking Statements

 

This press release contains statements, estimates, and projections that are forward-looking statements (as defined in Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act), including statements regarding the expected closing date of the offering and the intended use of proceeds from the offering of the Notes. Such statements use forward-looking words such as “believe,” “plan,” “anticipate,” “continue,” “estimate,” “expect,” “may,” “intend” or other similar words and terms of similar meaning, although not all forward-looking statements contain such words. These statements discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future. Management believes that these are reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control; accordingly, there is no assurance that results will be realized. You should read the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for a more extensive list of factors that could affect results. The Company undertakes no obligation (and expressly disclaims any obligation) to update publicly any forward-looking statement, whether as a result of new information or future events, except as required by the federal securities laws.

 

About UGI

 

UGI Corporation (NYSE: UGI) is a distributor and marketer of energy products and services in the U.S. 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.

 

INVESTOR RELATIONS

610-337-1000

Tameka Morris, ext. 6297

Arnab Mukherjee, ext. 7498

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did UGI (UGI) announce regarding new debt financing?

UGI’s subsidiary UGI International priced €300,000,000 of 5.000% senior notes due 2031 in a private offering. The notes target institutional and non-U.S. investors and are expected to close around May 21, 2026, subject to customary closing conditions and documentation.

How will UGI (UGI) use the proceeds from the €300 million notes?

UGI International intends to use net proceeds to repay short-term and other borrowings under its senior unsecured revolving credit facility, partially prepay its senior unsecured term loan, pay related fees and expenses, and apply any remaining funds to general corporate purposes across its operations.

Are the new UGI International notes guaranteed by UGI (UGI)?

The notes will be fully and unconditionally guaranteed by certain UGI International subsidiaries that guarantee its existing term loan and revolving credit facility. They will not be guaranteed by UGI Corporation itself, limiting the guarantee structure to UGI International’s specified subsidiary guarantors only.

Who can buy the new UGI International senior notes?

The notes are being offered to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They are unregistered under the Securities Act and cannot be sold in the United States absent an applicable registration or exemption.

What is the coupon and maturity of UGI International’s new notes?

The senior notes carry a fixed interest rate of 5.000% and mature in 2031. This provides UGI International with longer-term euro-denominated funding, complementing its existing senior unsecured revolving credit facility and senior unsecured term loan arrangements in Europe.

How is AmeriGas involved in UGI’s new notes transaction?

Part of the revolver borrowings being repaid relate to a dividend from UGI International to UGI that was contributed to AmeriGas Partners, L.P. AmeriGas is expected to use a portion to repay an intercompany loan, potentially supporting UGI International’s planned debt repayments.

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