AmeriGas (NYSE: UGI) holders tender 91.5% of 2027 notes in cash offer
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
UGI Corporation reports that its subsidiaries AmeriGas Partners, L.P. and AmeriGas Finance Corp. received tenders for $468,471,000 in aggregate principal amount of their 5.750% Senior Notes due 2027, representing about 91.51% of the notes outstanding, in a cash tender offer that expired on May 15, 2026.
Subject to completing required financing and other conditions in the offer documents, the notes accepted for purchase are expected to settle on May 20, 2026, with holders receiving total consideration of $1,011.18 per $1,000 principal amount plus accrued and unpaid interest. The offer is part of a broader financing plan that also contemplates repurchasing up to $175 million of 9.375% Senior Notes due 2028 and repaying $150 million under an intercompany loan.
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Insights
AmeriGas retires most 2027 notes via high-participation tender.
The subsidiaries of UGI secured tenders for $468,471,000, or about 91.51%, of their 5.750% Senior Notes due 2027. This significantly reduces the outstanding amount of that specific maturity, assuming conditions to closing are met.
The transaction depends on new debt financing plus cash from a prior equity contribution and cash on hand. Proceeds are earmarked to fund the 2027 note purchases and redemption of any remaining notes, repurchase up to $175 million of 9.375% Senior Notes due 2028, and repay $150 million of intercompany debt, along with fees and expenses.
If completed as described, this would simplify the debt stack and shift obligations between bond maturities and intercompany borrowings, with the ultimate impact on leverage and interest cost depending on the terms of the new financing disclosed in future filings.
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
2027 notes tendered: $468,471,000 aggregate principal amount
Participation rate: 91.51%
Tender consideration: $1,011.18 per $1,000 principal
+5 more
8 metrics
2027 notes tendered
$468,471,000 aggregate principal amount
5.750% Senior Notes due 2027 tendered as of May 15, 2026
Participation rate
91.51%
Portion of 5.750% Senior Notes due 2027 tendered in offer
Tender consideration
$1,011.18 per $1,000 principal
Total consideration for 2027 notes accepted, plus accrued interest
9.375% notes repurchase capacity
Up to $175 million
Planned repurchase of 9.375% Senior Notes due 2028
Intercompany loan repayment
$150 million
Outstanding indebtedness under intercompany loan to be repaid
Propane volumes
Approximately 800 million gallons annually
AmeriGas propane sales as of year ended September 30, 2025
Customer base
Over 1.0 million customers
AmeriGas customers as of September 30, 2025
Locations
Approximately 1,390 locations
AmeriGas operating locations as of September 30, 2025
Key Terms
Tender Offer, Offer to Purchase, Notice of Guaranteed Delivery, Senior Notes, +1 more
5 terms
Tender Offer financial
"announced the expiration and final results of the tender offer (the “Tender Offer”)"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Offer to Purchase financial
"described in the Offer to Purchase, dated May 11, 2026"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Notice of Guaranteed Delivery financial
"related Letter of Transmittal and Notice of Guaranteed Delivery (the “Offer Documents”)"
A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.
Senior Notes financial
"5.750% Senior Notes due 2027 (the “2027 Notes”)"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
forward-looking statements financial
"This press release contains “forward-looking statements” within the meaning of Section 21E"
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.
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 18, 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 18, 2026, AmeriGas Partners, L.P. and AmeriGas Finance Corp. (together, the “Issuers”), indirect, wholly owned subsidiaries of UGI Corporation (the “Company”), announced the expiration and final results of the tender offer (the “Tender Offer”) with respect to the Issuers’ 5.750% Senior Notes due 2027 (the “2027 Notes”) then outstanding. The Tender Offer expired at 5:00 p.m., New York City time, on May 15, 2026 (the “Expiration Time”), and a total of $468,471,000 in aggregate principal amount (excluding tenders through guaranteed delivery procedures), representing approximately 91.51%, of the Issuers’ 2027 Notes were validly tendered and not validly withdrawn as of the Expiration Time.
A copy of the press release issued by the Company regarding the expiration and final results of the Tender Offer 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 18, 2026 announcing the results of the Tender Offer. | ||||
| 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 18, 2026 | By: | /s/ Jessica A. Milner | ||||||
| Name: | Jessica A. Milner | |||||||
| Title: | Secretary | |||||||
EXHIBIT 99.1
AmeriGas Partners, L.P. and AmeriGas Finance Corp. Announce Results of Tender Offer for any and all of their Outstanding 5.750% Senior Notes due 2027
May 18, 2026
VALLEY FORGE, Pa. — (BUSINESS WIRE) — May 18, 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 “Offerors”) have received, as of 5:00 p.m., New York City time, on May 15, 2026 (the “Expiration Time”), tenders from holders of $468,471,000 in aggregate principal amount (excluding tenders through guaranteed delivery procedures), representing approximately 91.51%, of the Offerors’ 5.750% Senior Notes due 2027 (CUSIP: 030981 AL8) (the “2027 Notes”), in connection with its previously announced tender offer (the “Tender Offer”), which commenced on May 11, 2026 and is described in the Offer to Purchase, dated May 11, 2026, and the related Letter of Transmittal and Notice of Guaranteed Delivery (the “Offer Documents”).
The Offerors’ obligation to accept for purchase, and to pay for, any 2027 Notes pursuant to the Tender Offer is subject to a number of conditions set forth in the Offer Documents, including the Offerors’ successful completion of one or more debt financing transactions, in an amount sufficient, together with 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) fund the purchase of validly tendered 2027 Notes accepted for purchase in the Tender Offer, and the redemption of any such 2027 Notes remaining thereafter, (ii) fund the repurchase of up to $175 million aggregate principal amount of the Offerors’ 9.375% Senior Notes due 2028, (iii) repay $150 million in outstanding indebtedness under the intercompany loan between AmeriGas Partners and UGI International, LLC and (iv) pay all related fees and expenses associated with the foregoing.
Subject to the satisfaction or waiver of the conditions set forth in the Offer Documents, the settlement date for the 2027 Notes validly tendered (and not validly withdrawn) prior to the Expiration Time or pursuant to guaranteed delivery procedures and accepted for purchase in the Tender Offer is expected to occur on Wednesday, May 20, 2026 (the “Settlement Date”). 2027 Notes validly tendered (and not validly withdrawn) and accepted for purchase will receive total consideration of $1,011.18 for each $1,000 principal amount of the 2027 Notes tendered, plus accrued and unpaid interest up to, but excluding, the Settlement Date for such 2027 Notes accepted for purchase.
Substantially concurrently with the commencement of the Tender Offer, the Offerors issued a conditional notice of full redemption to redeem any 2027 Notes not purchased in the Tender Offer and that remain outstanding pursuant to the indenture governing the 2027 Notes. Nothing in this announcement should be construed as a notice of redemption with respect to the 2027 Notes, as any redemption will be made pursuant to a notice of redemption in accordance with the indenture governing the 2027 Notes.
In connection with the Tender Offer, the Offerors have retained BNP Paribas Securities Corp. as the Dealer Manager. Questions regarding the Tender Offer should be directed to BNP Paribas Securities Corp. at dl.us.liability.management@us.bnpparibas.com Attn: Liability Management Group or by calling toll-free at 888-210-4358 or 212-841-3059 (collect). Requests for copies of the Offer Documents should be directed to D.F. King & Co., Inc., the Information Agent for the Tender Offer, at (800) 821-2712 (toll free) or 212-651-9295. These documents are also available at www.dfking.com/ugi.
This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any 2027 Notes. Any offer to purchase the 2027 Notes has been made by means of the Offer Documents. No offer to purchase will be made in any jurisdiction in which such an offer to purchase would be unlawful.
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 Offerors’ intention to purchase any 2027 Notes or to engage in any debt financing transactions. 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 Offerors’ other communications with investors. UGI and the Offerors 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
Source: UGI Corporation
FAQ
What did UGI (UGI) announce about the AmeriGas 2027 notes tender offer?
UGI announced that AmeriGas subsidiaries received tenders for $468,471,000, or about 91.51%, of their 5.750% Senior Notes due 2027. The offer expired on May 15, 2026, and settlement is expected on May 20, 2026, subject to financing conditions.
How much of AmeriGas’s 5.750% Senior Notes due 2027 was tendered?
Holders tendered $468,471,000 in aggregate principal amount of AmeriGas’s 5.750% Senior Notes due 2027. This represents approximately 91.51% of the notes outstanding, excluding tenders delivered through guaranteed delivery procedures, as of the expiration time.
What consideration will AmeriGas pay for 2027 notes tendered in the offer?
Holders whose 2027 notes are accepted will receive total consideration of $1,011.18 per $1,000 principal amount. They will also receive accrued and unpaid interest on the notes up to, but excluding, the expected May 20, 2026 settlement date, subject to conditions.
What financing steps support UGI’s AmeriGas 2027 notes tender offer?
The offer is conditioned on AmeriGas completing debt financing transactions, combined with cash from an earlier equity contribution by its parent and cash on hand. These funds will cover note purchases, a planned redemption, other note repurchases, intercompany loan repayment, and related fees.
How does UGI plan to handle AmeriGas 2027 notes not purchased in the tender?
AmeriGas issued a conditional notice of full redemption for any 2027 notes not purchased and remaining outstanding. Any actual redemption will occur under a formal notice of redemption in accordance with the indenture governing the 2027 notes, separate from this announcement.
What other AmeriGas and UGI debt actions are tied to this tender offer?
In addition to purchasing 2027 notes, AmeriGas plans to use financing proceeds to fund the repurchase of up to $175 million of 9.375% Senior Notes due 2028 and to repay $150 million of outstanding intercompany indebtedness to UGI International, LLC, plus related fees and expenses.