UGI’s Mountaineer issues $30M and $20M in senior notes

Q: What are the terms of Mountaineer Gas Company’s new notes?

Mountaineer’s private placement includes $30 million of 5.95% Series H notes due September 28, 2038, and $20 million of 6.05% Series I notes due September 28, 2041. Funding occurred September 28, 2026, and interest is payable semiannually on March 28 and September 28.

Q: What financial covenants apply to Mountaineer’s notes?

The agreement limits asset sales to 15% of consolidated total assets in any fiscal year, subject to safe harbors and specified exclusions, and limits priority indebtedness to 15% of consolidated tangible net worth, excluding certain subsidiary indebtedness. It also sets debt-to-capitalization and EBITDA-to-interest thresholds and a minimum net worth.

The notes include financial covenants and a holder prepayment right if Mountaineer ceases to be majority-owned by UGI.

Filing Impact

(High)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

UGI Corporation’s indirect, wholly owned subsidiary Mountaineer Gas Company entered into a private placement of $30 million of 5.95% Series H senior notes due September 28, 2038, and $20 million of 6.05% Series I senior notes due September 28, 2041. Funding occurred September 28, 2026. Proceeds will be used primarily to refinance indebtedness and for general corporate purposes.

The notes are unsecured and unsubordinated and rank pari passu with Mountaineer’s existing and future unsecured and unsubordinated debt. Interest is payable semiannually on March 28 and September 28. Financial covenants limit total debt to 0.65 to 1.00 of total capitalization, require consolidated EBITDA of at least 2.00 to 1.00 of consolidated interest expense, and set a $70 million minimum consolidated tangible net worth.

Mountaineer may redeem the notes at 100% of principal plus the applicable make-whole amount and accrued interest. Calls after June 30, 2038 for Series H and June 30, 2041 for Series I do not require the make-whole amount. Holders may require prepayment if Mountaineer ceases to be directly or indirectly majority-owned by UGI.

Filing Explained

Mountaineer’s funded notes add asset-sale and priority-debt limits, contingent subsidiary guarantees, and additional change-of-control prepayment triggers.

The agreement for Mountaineer’s funded notes also caps asset sales at 15% of consolidated total assets per fiscal year, subject to exceptions, and priority indebtedness at 15% of consolidated tangible net worth.

A subsidiary must guarantee the notes and compliance with the agreement if it guarantees or otherwise becomes liable for Mountaineer’s obligations under a material credit facility.

Noteholders also receive a prepayment right if Mountaineer or a subsidiary signs an agreement reasonably expected to cause a change of control and the stated credit-rating conditions apply: no rating from the named agencies, a rating below the specified thresholds, or a rating decline within 60 days.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Series H aggregate principal: $30 million Series H note rate: 5.95% Series H maturity: September 28, 2038 +5 more

8 metrics

Series H aggregate principal $30 million Private placement

Series H note rate 5.95% Series H senior notes

Series H maturity September 28, 2038 Series H senior notes

Series I aggregate principal $20 million Private placement

Series I note rate 6.05% Series I senior notes

Series I maturity September 28, 2041 Series I senior notes

Maximum total debt to total capitalization 0.65 to 1.00 Mountaineer financial covenant

Minimum consolidated EBITDA to consolidated interest expense 2.00 to 1.00 Mountaineer financial covenant

Key Terms

pari passu, make-whole amount, priority indebtedness, consolidated tangible net worth, +1 more

5 terms

pari passu financial

"ranking pari passu in all respects with Mountaineer’s existing and future"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

make-whole amount financial

"plus the applicable “make-whole” amount and accrued and unpaid interest"

A make-whole amount is the cash payment a borrower must give investors when it pays off a bond or loan early, designed to compensate them for lost future interest. Think of it like an early-termination fee that equals the current value of the remaining scheduled payments (often calculated using a set interest rate) so investors are put “made whole”; it matters because it changes how costly early refinancing is and affects bond values and investor returns.

priority indebtedness financial

"that priority indebtedness (excluding certain indebtedness of subsidiaries)"

consolidated tangible net worth financial

"Mountaineer’s consolidated tangible net worth will not be less than $70 million"

cross acceleration financial

"and cross acceleration for acceleration of other borrowings"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Mountaineer Gas Company’s new notes?

Mountaineer’s private placement includes $30 million of 5.95% Series H notes due September 28, 2038, and $20 million of 6.05% Series I notes due September 28, 2041. Funding occurred September 28, 2026, and interest is payable semiannually on March 28 and September 28.

What financial covenants apply to Mountaineer’s notes?

The agreement limits asset sales to 15% of consolidated total assets in any fiscal year, subject to safe harbors and specified exclusions, and limits priority indebtedness to 15% of consolidated tangible net worth, excluding certain subsidiary indebtedness. It also sets debt-to-capitalization and EBITDA-to-interest thresholds and a minimum net worth.

When can holders require prepayment of Mountaineer’s notes after a change of control?

Holders may require prepayment if Mountaineer ceases to be directly or indirectly majority-owned by UGI. A separate trigger applies to certain agreements reasonably expected to result in a change of control when the specified credit-rating conditions are met, including a rating decline within 60 days of the event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 04:32 PM Accepted by SEC EDGAR 10/02/2026 - 04:30 PM

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): September 28, 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 1.01. Entry into a Material Definitive Agreement.

On September 28, 2026, Mountaineer Gas Company (“Mountaineer”), a West Virginia corporation and an indirect, wholly owned subsidiary of UGI Corporation (the “Company”), entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain persons relating to the private placement of $30 million aggregate principal amount of 5.95% Senior Notes, Series H, with a maturity date of September 28, 2038 (the “Series H Notes”) and $20 million aggregate principal amount of 6.05% Senior Notes, Series I, with a maturity date of September 28, 2041 (the “Series I Notes,” and together with the Series H Notes, the “Notes”). The private placement of the Notes is exempt from registration under the Securities Act of 1933, as amended. Funding of the Notes occurred on September 28, 2026. Interest payments on the Notes will be payable semiannually on March 28th and September 28th of each year. The Notes will be unsecured and unsubordinated obligations of Mountaineer, ranking pari passu in all respects with Mountaineer’s existing and future unsecured and unsubordinated indebtedness. If any subsidiary guarantees or otherwise becomes liable for Mountaineer’s obligations under a material credit facility, the subsidiary will provide a guaranty of payment of the Notes and compliance with the Note Purchase Agreement. Proceeds from the Notes will be used primarily to refinance indebtedness and for general corporate purposes. The pricing of the Notes occurred on June 30, 2026.

The Note Purchase Agreement includes the usual and customary covenants for note purchase agreements of this type, including, among others, covenants relating to the maintenance of existence, payment of taxes when due, compliance with laws, maintenance of properties in good repair, compliance with the Office of Foreign Assets Control of the United States Department of the Treasury, maintenance of insurance, maintenance of books and records, pari passu ranking, merger and consolidation, line of business, antiterrorism and sanctions, and change in control. The Note Purchase Agreement also contains restrictive and financial covenants, specifying, among other things, that the sale of assets is limited to 15% of consolidated total assets in any fiscal year subject to safe harbors for debt prepayment or property reinvestments and specified exclusions, that priority indebtedness (excluding certain indebtedness of subsidiaries) will not at any time exceed 15% of consolidated tangible net worth, that the ratio of total debt to total capitalization will not at any time exceed 0.65 to 1.00, that the ratio of consolidated EBITDA to consolidated interest expense of Mountaineer shall not be less than 2.00 to 1.00 and that Mountaineer’s consolidated tangible net worth will not be less than $70 million at any time.

The Note Purchase Agreement also contains customary events of default, including, without limitation, failure to pay principal and make whole amount when due at maturity or otherwise, failure to pay interest within five business days of the due date, failure to satisfy any financial covenant or negative covenant, failure to comply with the affirmative covenants within a 30-day grace period, default beyond the applicable grace period for payments on other borrowings and cross acceleration for acceleration of other borrowings as a result of non-monetary defaults provided that either of such defaults relates to indebtedness in an aggregate principal amount of $25 million or more, certain events of bankruptcy or insolvency of Mountaineer and its material subsidiaries, judgment defaults provided such judgment relates to the payment of money aggregating in excess of $25 million, and material ERISA defaults.

Each of the Series H and Series I Notes are callable by Mountaineer, in whole or in part, (i) at any time at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” amount and accrued and unpaid interest thereon to the date of prepayment, and (ii) at any time after June 30, 2038 and June 30, 2041, respectively, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of prepayment, but without the payment of the “make-whole” amount. Holders of the Notes have a right to require prepayment of the principal amount of the Notes, together with interest accrued thereon, if Mountaineer ceases for any reason to be directly or indirectly majority owned, beneficially and of record, by the Company, including, without limitation, if the Company ceases to own (beneficially and of record), directly or indirectly, voting stock of Mountaineer representing 51% or more of the combined voting power of all voting stock of Mountaineer and 51% or more of the economic interests in Mountaineer, or if Mountaineer or any of its subsidiaries executes any agreement that may reasonably be expected to result in a change of control and if none of Fitch, Moody’s or Standard & Poor’s at such time is providing a debt rating for Mountaineer or at such time Mountaineer’s debt rating is below BBB- by Fitch, below Baa3 by Moody’s or below BBB- by Standard & Poor’s or there is a rating decline within 60 days of such event.

The foregoing description of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Note Purchase Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 regarding the Note Purchase Agreement is hereby incorporated into this Item 2.03 by reference. This description is qualified in its entirety by reference to the full text of the Note Purchase Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number:		Description
4.1		Note Purchase Agreement, dated September 28, 2026, by and among Mountaineer Gas Company and the purchasers listed as signatories thereto.

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

October 2, 2026	By:	/s/ Jessica A. Milner
	Name:	Jessica A. Milner
	Title:	Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents