UGI Corporation Proposed Convertible Senior Notes Offering

VALLEY FORGE, Pa.–(BUSINESS WIRE)–UGI Corporation (NYSE: UGI) today announced its intention to offer, subject to market and other conditions, $600,000,000 aggregate principal amount of convertible senior notes due 2028 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. UGI also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $90,000,000 principal amount of notes.

The notes will be senior, unsecured obligations of UGI, will accrue interest payable semi-annually in arrears and will mature on June 1, 2028, unless earlier repurchased or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. UGI will settle conversions in cash and, if applicable, shares of its common stock.

The notes will not be redeemable at UGI’s election before maturity.

If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require UGI to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.

UGI intends to use the net proceeds from the offering to refinance existing indebtedness of UGI, including under UGI’s senior credit facility, and its subsidiaries and, for general corporate purposes.

The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About UGI Corporation

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.