AmeriGas Partners, L.P. and AmeriGas Finance Corp. Announce Results of Tender Offer for any and all of their Outstanding 5.625% Senior Notes due 2024
May 30 2023 - 4:15PM
Business Wire
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 26, 2023 (the “Expiration Time”), tenders from holders of
$639,774,000 in aggregate principal amount (excluding tenders
through guaranteed delivery procedures), representing approximately
94.78%, of the Offerors’ 5.625% Senior Notes due 2024 (CUSIP:
030981 AH7) (the “2024 Notes”), in connection with its previously
announced tender offer (the “Tender Offer”), which commenced on May
22, 2023 and is described in the Offer to Purchase, dated May 22,
2023, 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 2024 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, including potential debt securities offerings, in an
amount sufficient, together with cash on hand, a cash contribution
from UGI and/or other sources of liquidity to (i) fund the purchase
of validly tendered 2024 Notes accepted for purchase in the Tender
Offer and (ii) pay all fees and expenses associated with the
foregoing financing and the Tender Offer.
Subject to the satisfaction or waiver of the conditions set
forth in the Offer Documents, the settlement date for the 2024
Notes validly tendered (and not validly withdrawn) prior to the
Expiration Time and accepted for purchase in the Tender Offer is
expected to occur on Wednesday, May 31, 2023 (the “Settlement
Date”). Any 2024 Notes validly tendered (and not validly withdrawn)
prior to the Expiration Time and accepted for purchase in the
Tender Offer using the Notice of Guaranteed Delivery are expected
to be purchased on Thursday, June 1, 2023. 2024 Notes validly
tendered (and not validly withdrawn) and accepted for purchase will
receive total consideration of $1,010.90 for each $1,000 principal
amount of the 2024 Notes tendered, plus accrued and unpaid interest
up to, but excluding, the Settlement Date for such 2024 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 2024 Notes not purchased in the Tender Offer and that
remain outstanding pursuant to the indenture governing the 2024
Notes. Nothing in this announcement should be construed as a notice
of redemption with respect to the 2024 Notes, as any redemption
will be made pursuant to a notice of redemption in accordance with
the indenture governing the 2024 Notes.
In connection with the Tender Offer, the Offerors have retained
Wells Fargo Securities, LLC as the Dealer Manager. Questions
regarding the Tender Offer should be directed to Wells Fargo
Securities, LLC at liabilitymanagement@wellsfargo.com, Attn:
Liability Management Group or by calling collect at (704) 410-4756
or toll-free at (866) 309-6316. Requests for copies of the Offer
Documents should be directed to D.F. King & Co., Inc., the
Information Agent for the Tender Offer, at (888) 541-9895 (toll
free) or 212-269-5550. 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 2024 Notes. Any offer to
purchase the 2024 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 2024 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 SEC, 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 1 billion gallons of propane sold
annually to 1.3 million customers in all 50 states from
approximately 1,400 locations.
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.
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