UGI International Prices Senior Notes Offering
November 24 2021 - 8:10AM
Business Wire
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
€400,000,000 in aggregate principal amount of 2.50% senior
unsecured notes due 2029 (the “Notes”). The Notes are being offered
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 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 and its existing €300,000,000 senior
unsecured revolving credit facility, but will not be guaranteed by
the Company. UGI International expects to use the net proceeds of
the offering to redeem its €350,000,000 principal amount of senior
unsecured notes due 2025 in full and to pay fees and expenses in
connection with the offering, and the remainder will be used for
general corporate purposes and/or be distributed to the Company.
The closing of the offering is expected to occur on or about
December 7, 2021, 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 neither an offer to sell nor a solicitation
of an offer to buy any of these 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 that are forward-looking
statements (as defined in Section 21E of the Securities Exchange
Act of 1934, as amended), including statements regarding the
aggregate principal amount of the Notes to be sold, the expected
closing date of the offering or the intended use of proceeds from
the offering of the Notes. 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. You
should read UGI’s most recent Annual Report on Form 10-K for a more
extensive list of factors that could affect results. Among them are
adverse weather conditions (including increasingly uncertain
weather patterns due to climate change) and the seasonal nature of
our business; cost volatility and availability of all energy
products, including propane, natural gas, electricity and fuel oil,
as well as the availability of LPG cylinders, and the capacity to
transport product to our customers; increased customer conservation
measures; adverse labor relations and our ability to address
existing or potential workforce shortages; the impact of pending
and future legal or regulatory proceedings, inquiries or
investigations; liability for uninsured claims and for claims in
excess of insurance coverage; domestic and international political,
regulatory and economic conditions in the United States, Europe and
other foreign countries, and foreign currency exchange rate
fluctuations (particularly the euro); the timing of development of
Marcellus and Utica Shale gas production; the availability, timing
and success of our acquisitions, commercial initiatives and
investments to grow our business; our ability to successfully
integrate acquired businesses and achieve anticipated synergies;
the interruption, disruption, failure, malfunction, or breach of
our information technology systems, and those of our third-party
vendors or service providers, including due to cyber-attack; the
inability to complete pending or future energy infrastructure
projects; our ability to achieve the operational benefits and cost
efficiencies expected from the completion of pending and future
transformation initiatives including the impact of customer
disruptions resulting in potential customer loss due to the
transformation activities; uncertainties related to the global
pandemics, including the duration and/or impact of the COVID-19
pandemic; the impact of proposed or future tax legislation,
including potential reversal of existing tax legislation that is
beneficial to us; and our ability to overcome supply chain issues
that may result in delays or shortages in, as well as increased
costs of, equipment, materials or other resources that are critical
to our business operations. The Company undertakes no obligation to
release revisions to its forward-looking statements to reflect
events or circumstances occurring after today.
About UGI
UGI is a distributor and marketer of energy products and
services. Through subsidiaries, UGI operates natural gas and
electric utilities in Pennsylvania, natural gas utilities in West
Virginia, distributes LPG both domestically (through AmeriGas) and
internationally (through UGI International), manages midstream
energy assets in Pennsylvania, Ohio, and West Virginia and electric
generation assets in Pennsylvania, and engages in energy marketing,
including renewable natural gas in the Mid-Atlantic region of the
United States and California and internationally in France,
Belgium, the Netherlands and the UK.
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