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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/02/24 UGI Corp. 8-K:1,2,9 4/26/24 13:1.4M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 33K 2: EX-10.1 Material Contract HTML 43K 3: EX-10.2 Material Contract HTML 953K 8: R1 Cover HTML 50K 10: XML IDEA XML File -- Filing Summary XML 12K 13: XML XBRL Instance -- tm2413292d1_8k_htm XML 20K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.DEF XBRL Definitions -- ugi-20240426_def XML 74K 6: EX-101.LAB XBRL Labels -- ugi-20240426_lab XML 102K 7: EX-101.PRE XBRL Presentations -- ugi-20240426_pre XML 71K 4: EX-101.SCH XBRL Schema -- ugi-20240426 XSD 14K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 12: ZIP XBRL Zipped Folder -- 0001104659-24-056470-xbrl Zip 215K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i April 26, 2024
(Exact Name of Registrant as Specified in Its Charter)
|
(State
or Other Jurisdiction |
i 1-11071 (Commission
|
(I.R.S.
Employer |
i 500 North Gulph Road, i King of Prussia, i PA i 19406 (Address of Principal Executive Offices) (Zip Code) | ||
Registrant’s Telephone Number, Including Area Code: i 610 i 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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ 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: |
| i Common Stock, without par value | i UGI | i New York Stock Exchange |
| i Corporate Units | i UGIC | i 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. |
Amendment to Mountaineer Gas Company Credit Facility
On April 26, 2024, Mountaineer Gas Company (“MGC”), a West Virginia corporation and an indirect, wholly-owned subsidiary of UGI Corporation, entered into that certain Fourth Amendment to Third Amended and Restated Credit Agreement (the “MGC Amendment”) by and among Truist Bank, as administrative agent (the “Agent”), MGC as borrower, and certain lenders party thereto, which amended MGC’s Third Amended and Restated Credit Agreement, dated as of November 26, 2019 (as amended, the “MGC Credit Agreement”).
The MGC Amendment extends the maturity date of the $150 million of revolving commitments under the MGC Credit Agreement from November 26, 2024 to December 26, 2025. All other terms, conditions and provisions of the MGC Credit Agreement are ratified and confirmed, and remain in full force and effect.
The foregoing description of the MGC Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the MGC Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to UGI Corporation Revolving Credit Agreement
On April 30, 2024, UGI Corporation (the “Company”) entered into that certain Fourth Amendment to the Amended and Restated Credit Agreement (the “UGI Amendment”), by and among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amended the Company’s Amended and Restated Credit Agreement, dated as of May 4, 2021 (as amended, the “UGI Credit Agreement”).
The UGI Amendment provides, among other things, that (a) the Revolving Maturity Date, Term A-1 Maturity Date, Term A-2 Maturity Date and Term A-3 Maturity Date (each as defined in the UGI Credit Agreement) of the applicable loans of each lender that has agreed to extend the maturity date shall be extended to August 29, 2025, and (b) the Applicable Rate (as defined in the UGI Credit Agreement) on Term A-2 Loans and Term A-3 Loans (each as defined in the UGI Credit Agreement) shall be increased by 0.375%. The Revolving Maturity Date, Term A-1 Maturity Date, Term A-2 Maturity Date and Term A-3 Maturity Date of the loans for the lenders that did not agree to extend the applicable maturity date (which, in the aggregate, represent approximately 5% of the aggregate principal amount of the Term Loans (as defined in the UGI Credit Agreement) held by the lenders party to the UGI Credit Agreement) remains May 4, 2025. Except as amended by the UGI Amendment, all other terms, conditions and provisions of the UGI Credit Agreement are ratified and confirmed, and remain in full force and effect.
The foregoing description of the UGI Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the UGI Amendment, which is filed as Exhibit 10.2 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 MGC Amendment and the UGI Amendment is hereby incorporated into this Item 2.03 by reference, insofar as it relates to the creation of a direct financial obligation. This description is qualified in its entirety by reference to the full text of the MGC Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and to the full text of the UGI Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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 | ||
| Date: May 2, 2024 | By: | /s/ Jessica A. Milner |
| Name: | Jessica A. Milner | |
| Title: | Secretary | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/26/25 | ||||
| 8/29/25 | ||||
| 5/4/25 | ||||
| 11/26/24 | ||||
| Filed on: | 5/2/24 | 10-Q, 8-K | ||
| 4/30/24 | ||||
| For Period end: | 4/26/24 | |||
| 5/4/21 | 8-K | |||
| 11/26/19 | 10-K | |||
| List all Filings | ||||