UGI (NYSE: UGI) prices 500 million AmeriGas senior notes due 2031
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
UGI Corporation announced that its subsidiaries AmeriGas Partners, L.P. and AmeriGas Finance Corp. have priced a private offering of 500.0 million in aggregate principal amount of 6.875% senior unsecured notes due 2031. The notes are being sold to persons reasonably believed to be qualified institutional buyers in a transaction exempt from registration under the Securities Act.
The issuers intend to use the net proceeds, together with 300,000,000 in previously contributed cash and cash on hand, to repurchase any and all of their 5.750% senior notes due 2027, repurchase up to 175,000,000 of 9.375% senior notes due 2028, repay 150,000,000 of intercompany indebtedness, and pay related fees and expenses. Closing is expected on or about May 20, 2026, subject to customary conditions.
Positive
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Negative
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Insights
UGI refinances AmeriGas debt with new 2031 notes and repurchases nearer-term bonds.
The AmeriGas entities of UGI priced 6.875% senior unsecured notes due 2031 with 500.0 million in aggregate principal. Proceeds, plus 300,000,000 of prior equity-funded cash and cash on hand, are earmarked for a mix of debt repurchases and intercompany loan repayment.
The plan targets full repurchase and redemption of 5.750% notes due 2027, up to 175,000,000 of 9.375% notes due 2028, and repayment of 150,000,000 in intercompany debt. This shifts obligations into a single 2031 maturity at a disclosed 6.875% coupon, with overall impact depending on final take-up of the tender and future market conditions.
The transaction is a private offering to persons reasonably believed to be qualified institutional buyers and is subject to customary closing conditions with an expected closing around May 20, 2026. Subsequent disclosures from UGI and AmeriGas will show the completed repurchase amounts and the resulting debt profile.
8-K Event Classification
2 items: 8.01, 9.01
2 items
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.
Key Figures
New notes principal: 500.0 million aggregate principal amount
Coupon rate: 6.875%
Equity-funded cash: 300,000,000
+5 more
8 metrics
New notes principal
500.0 million aggregate principal amount
6.875% senior unsecured notes due 2031
Coupon rate
6.875%
Interest rate on senior unsecured notes due 2031
Equity-funded cash
300,000,000
Cash previously received by AmeriGas Partners via equity contribution
2028 notes repurchase cap
175,000,000
Maximum aggregate principal amount of 9.375% notes due 2028 to be repurchased
Intercompany loan repayment
150,000,000
Outstanding indebtedness under intercompany loan to be repaid
Propane volumes
approximately 800 million gallons
Annual propane sold by AmeriGas Partners as of September 30, 2025
Customer base
over 1.0 million customers
AmeriGas Partners customer count as of September 30, 2025
Location count
approximately 1,390 locations
AmeriGas Partners locations as of September 30, 2025
Key Terms
senior unsecured notes, aggregate principal amount, qualified institutional buyers, equity contribution, +2 more
6 terms
senior unsecured notes financial
"priced their offering of 500.0 million in aggregate principal amount of 6.875% senior unsecured notes due 2031"
Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.
aggregate principal amount financial
"priced their offering of 500,000,000 in aggregate principal amount of 6.875% senior notes due 2031"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
qualified institutional buyers regulatory
"in an offering to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
equity contribution financial
"300,000,000 in cash previously received by AmeriGas Partners in connection with an equity contribution by its parent"
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934"
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.
Private Securities Litigation Reform Act of 1995 regulatory
"within the meaning of ... the U.S. Private Securities Litigation Reform Act of 1995"
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 11, 2026
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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 | ||||||
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 11, 2026, AmeriGas Partners, L.P. (“AmeriGas Partners”) and AmeriGas Finance Corp. (“Finance Corp.” and, together with AmeriGas Partners, the “Issuers”), the indirect, wholly owned subsidiaries of UGI Corporation (the “Company”), priced their offering of $500.0 million in aggregate principal amount of 6.875% senior unsecured notes due 2031 (the “Notes”) in a private offering (the “Offering”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The closing of the Offering is expected to occur on or about May 20, 2026 and is subject to customary closing conditions.
On May 11, 2026, the Company issued a press release regarding the Offering. A copy of the press release is attached hereto as Exhibit 99.1.
This Current Report on Form 8-K 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number: | Description | ||||
| 99.1 | Press Release of UGI Corporation dated May 11, 2026 announcing the pricing of the Offering. | ||||
| 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 | ||||||||
| May 11, 2026 | By: | /s/ Jessica A. Milner | ||||||
| Name: | Jessica A. Milner | |||||||
| Title: | Secretary | |||||||
EXHIBIT 99.1
AmeriGas Partners, L.P. and AmeriGas Finance Corp. Price Offering of $500 Million of 6.875% Senior Notes Due 2031
VALLEY FORGE, Pa. — (BUSINESS WIRE) — May 11, 2026 — UGI Corporation (NYSE: UGI) announced today that its subsidiaries, AmeriGas Partners, L.P. (“AmeriGas Partners”) and AmeriGas Finance Corp. (together with AmeriGas Partners, the “Issuers”) priced their offering of $500,000,000 in aggregate principal amount of 6.875% senior notes due 2031 (the “Notes”) in an offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in compliance with Regulation S under the Securities Act.
The Issuers intend to use the net proceeds from the offering, together with $300,000,000 in cash previously received by AmeriGas Partners in connection with an equity contribution by its parent, originally funded by UGI International, LLC, a wholly owned indirect subsidiary of UGI Corporation, and cash on hand, to (i) repurchase any and all of the Issuers’ 5.750% Senior Notes due 2027 (“2027 Notes”) and redeem any such 2027 Notes remaining thereafter, (ii) repurchase up to $175,000,000 aggregate principal amount of the Issuers’ 9.375% Senior Notes due 2028, (iii) repay $150,000,000 in outstanding indebtedness under the intercompany loan between AmeriGas Partners and UGI International, LLC and (iv) pay related fees and expenses. The closing of the offering is expected to occur on or about May 20, 2026, subject to customary closing conditions.
The Notes 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 for informational purposes only and does not constitute an offer to sell, or the solicitation of an offer to buy, any note in any jurisdiction in which such an offer or solicitation, or the sale of these notes, would be unlawful without registration or qualification under the securities laws of such jurisdiction.
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 Issuers’ expectations regarding the aggregate principal amount of the Notes to be sold and the intended use of proceeds from the offering of the 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 U.S. Securities and Exchange Commission, and in UGI’s and the Issuers’ other communications with investors. UGI and the Issuers 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 800 million gallons of propane sold annually to over 1.0 million customers from approximately 1,390 locations as of September 30, 2025.
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.
INVESTOR RELATIONS
610-337-1000
Tameka Morris, ext. 6297
Arnab Mukherjee, ext. 7498
FAQ
What did UGI (UGI) announce regarding AmeriGas debt financing?
UGI announced that AmeriGas Partners and AmeriGas Finance Corp. priced 500.0 million of 6.875% senior unsecured notes due 2031. The private offering targets qualified institutional buyers and is expected to close around May 20, 2026, subject to customary closing conditions.
What is the interest rate and maturity of AmeriGas’ new notes under UGI (UGI)?
The new AmeriGas senior unsecured notes carry a 6.875% interest rate and mature in 2031. These terms lock in long-dated funding and will replace portions of nearer-term AmeriGas obligations once the planned repurchases and repayments are completed.
How will AmeriGas, a UGI (UGI) subsidiary, use the 500.0 million note proceeds?
AmeriGas plans to use the note proceeds, along with 300,000,000 of contributed cash and cash on hand, to repurchase all 5.750% senior notes due 2027, repurchase up to 175,000,000 of 9.375% notes due 2028, repay 150,000,000 of intercompany debt, and pay related fees.
Is the new AmeriGas notes offering by UGI (UGI) registered with the SEC?
The notes will not be registered under the Securities Act or state securities laws. They may only be offered or sold in the United States pursuant to an exemption from registration and applicable state securities law requirements, targeting qualified institutional buyers.
How was the 300,000,000 cash contribution to AmeriGas under UGI (UGI) funded?
AmeriGas previously received 300,000,000 in cash via an equity contribution from its parent. That equity contribution was originally funded by UGI International, LLC, a wholly owned indirect subsidiary of UGI Corporation, and will be combined with note proceeds and cash on hand.
What is AmeriGas’ business profile within UGI (UGI)?
AmeriGas Partners is described as the largest retail propane marketer in the United States, selling approximately 800 million gallons of propane annually to over 1.0 million customers from about 1,390 locations as of September 30, 2025, under UGI’s broader energy platform.