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Get filing alertsUGI refinances $500M of AmeriGas debt, retiring 2027 notes and reducing 2028 exposure
Filed May 26, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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AmeriGas issued $500M of 6.875% senior notes due 2031 to refinance existing debt, fully retiring $468.5M of 5.750% 2027 notes and repurchasing $175M of 9.375% 2028 notes, extending maturities and reducing weighted average interest cost.
Item 1.01 verify on EDGAR → -
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The 2027 notes tender completed at $1,011.18 per $1,000 face value (1.1% premium), with remaining balance redeemed June 10, 2026; indenture satisfied and discharged May 20, 2026 after $44.1M deposited with trustee.
Item 1.02 verify on EDGAR → -
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The 2028 notes tender was oversubscribed at $224.8M tendered vs. $175M cap, requiring pro-rata acceptance at 77.9%; accepted notes settled May 27 at $1,023.44 per $1,000 (2.3% premium including $30 early tender incentive).
Item 8.01 verify on EDGAR → -
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Proceeds also repaid $150M of intercompany debt to UGI International; new notes callable before June 2028 at par plus make-whole premium, after June 2028 at declining premiums from 3.438% to zero.
Item 1.01 verify on EDGAR → -
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Standard high-yield covenants restrict additional debt, liens, affiliate transactions, asset sales, and restricted payments; noteholders can put bonds at 101% of par upon change of control triggering event.
Item 1.01 verify on EDGAR →
Summary
UGI executed a liability management transaction through its AmeriGas subsidiaries, issuing $500 million of 6.875% senior notes due 2031 to refinance nearer-term maturities and reduce interest expense. The company fully retired its $468.5 million of 5.750% notes due 2027 through a tender offer at a 1.1% premium, with the indenture satisfied and discharged after depositing redemption funds with the trustee.
Additionally, AmeriGas repurchased $175 million of its higher-cost 9.375% notes due 2028 at a 2.3% premium; the tender was oversubscribed at $224.8 million, requiring pro-rata acceptance at 77.9%. The remaining proceeds repaid $150 million of intercompany debt to UGI International.
For UGI shareholders, this refinancing extends debt maturities from 2027–2028 to 2031 while reducing the weighted average coupon by retiring the 9.375% notes and replacing them with 6.875% paper. The transaction eliminates near-term refinancing risk on the 2027 maturity and reduces annual interest expense on the portion of 2028 notes retired. The new notes carry standard high-yield covenants and are callable after June 2028 at declining premiums, providing flexibility if rates fall further. This is a routine liability management exercise that modestly improves UGI's debt profile without altering its capital structure or business operations.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
At any time and from time to time prior to June 1, 2028, upon not less than 10 nor more than 60 days’ notice, the 2031 Notes will be redeemable at the Issuers’ option, in whole at any time or in part from time to time, at a price equal to 100.0% of the principal amount of the 2031 Notes redeemed, plus a make-whole premium as set forth in the 2031 Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time and from time to time on or after June 1, 2028, upon not less than 10 nor more than 60 days’ notice, the Issuers may redeem all or a part of the 2031 Notes, at their option, subject to the payment of a redemption price together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The redemption price includes a call premium that declines (from 3.438% to 0.000%) depending on the year of redemption.
The notes are callable before June 2028 at par plus a make-whole premium, and after June 2028 at declining premiums starting at 3.438% and stepping down to zero. This gives AmeriGas flexibility to refinance if rates decline, though early redemption before 2028 would require compensating investors for lost yield.
Added in current filing · verify on EDGAR →
The holders of the 2031 Notes will also have the right to require the Issuers to repurchase the 2031 Notes upon the occurrence of a Change of Control Triggering Event at an offer price equal to 101.0% of the principal amount of the 2031 Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
Noteholders have the right to put the bonds back to the issuer at 101% of par plus accrued interest if a change of control triggering event occurs. This standard covenant protects bondholders from credit deterioration following an acquisition or control change.
Added in current filing · verify on EDGAR →
The 2031 Notes Indenture contains covenants that limit AmeriGas Partners’ and its restricted subsidiaries’ ability to, among other things: (i) incur additional indebtedness; (ii) create or incur liens; (iii) engage in transactions with affiliates; (iv) engage in mergers or consolidations or sell all or substantially all of the Issuers’ assets; (v) make restricted payments, loans and investments; (vi) enter into business combinations and sell assets; and (vii) engage in other lines of business.
The indenture includes standard high-yield covenants restricting AmeriGas's ability to incur additional debt, create liens, transact with affiliates, merge or sell assets, make restricted payments, and change its line of business. These covenants protect bondholders by limiting actions that could impair credit quality.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Item 1.02 — Termination of a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 20, 2026, the Issuers accepted for purchase (and purchased) the 2027 Notes validly tendered as of the expiration for a total consideration of $1,011.18 for each $1,000 principal amount of the 2027 Notes tendered, plus accrued and unpaid interest up to, but excluding, May 20, 2026.
UGI purchased $468,471,000 principal amount of its 2027 Notes through a tender offer at $1,011.18 per $1,000 face value, representing a 1.1% premium to par, plus accrued interest. This completes the tender offer previously disclosed on May 18, 2026.
Added in current filing · verify on EDGAR →
On May 11, 2026, the Issuers directed USBTC, as trustee (the “2027 Trustee”) under the indenture, dated as of June 27, 2016 (the “2027 Notes Base Indenture”), as supplemented by a Third Supplemental Indenture, dated as of February 13, 2017 (the “2027 Notes Supplemental Indenture” and, together with the 2027 Notes Base Indenture, the “2027 Notes Indenture”), between the Issuers and the 2027 Trustee, to issue a conditional notice of full redemption to redeem all of the outstanding principal amount of the Issuers’ 2027 Notes.
UGI issued a conditional notice on May 11, 2026 to redeem all remaining outstanding 2027 Notes not tendered in the offer. The redemption will occur on June 10, 2026.
Added in current filing · verify on EDGAR →
The 2027 Notes will be redeemed on June 10, 2026 (the “Redemption Date”), at a price equal to (i) 100.000% of the principal amount of the 2027 Notes redeemed, plus the Applicable Premium as of the Redemption Date, which will be calculated by or on behalf of the Issuers pursuant to the formula set forth in the 2027 Notes Supplemental Indenture (the “Redemption Price”), and (ii) accrued and unpaid interest thereon (from the May 20, 2026 interest payment date) to, but excluding, the Redemption Date
The remaining 2027 Notes will be redeemed at 100% of par plus an applicable premium calculated per the indenture formula, plus accrued interest from May 20, 2026 to the June 10, 2026 redemption date. Interest will cease accruing after redemption.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on May 22, 2026 (the “Early Tender Deadline”), a total of $224,771,000 in aggregate principal amount representing approximately 45.6% of the Issuers’ 2028 Notes were validly tendered and not validly withdrawn.
UGI disclosed that $224.8 million principal amount of its 2028 Notes were tendered by the early deadline, representing approximately 45.6% of the outstanding notes. This exceeded the company's $175 million purchase cap for the tender offer.
Event · Exhibit 99.1
AmeriGas accepted $175M of $224.8M tendered 9.375% 2028 notes at 102.3% of par, settling May 27, 2026.
Added in current filing · verify on EDGAR → · paraphrased
As of the previously announced early tender date and time of 5:00 p.m., New York City time, on May 22, 2026 (the "Early Tender Deadline"), according to information provided by D.F. King & Co., Inc., the tender agent and information agent for the Offer, the aggregate principal amount of the Notes as set forth in the table below under "Principal Amount Tendered at Early Tender Deadline" has been validly tendered and not validly withdrawn. ... Principal Amount Outstanding $ 492,800,000 Principal Amount Tendered at Early Tender Deadline $ 224,771,000 Aggregate Principal Amount Accepted for Purchase $ 175,000,000
AmeriGas received tenders for $224.8 million of its 9.375% 2028 senior notes by the early deadline, exceeding the $175 million maximum. The company will accept $175 million on a pro-rata basis (approximately 77.9% proration factor), leaving $317.8 million of the original $492.8 million outstanding after settlement.
Added in current filing · view on EDGAR →
The Offerors intend to make payment for the Notes that were validly tendered prior to or at the Early Tender Deadline and that are accepted for purchase on May 27, 2026 (the “Initial Settlement Date”). Holders of such Notes to be purchased on the Initial Settlement Date will receive total consideration of $1,023.44 for each $1,000 principal amount of the Notes tendered, which includes the early tender payment of $30.00 per $1,000 principal amount, plus accrued and unpaid interest up to, but excluding, the Initial Settlement Date for such Notes accepted for purchase.
AmeriGas will pay $1,023.44 per $1,000 principal amount on May 27, 2026, representing a 2.3% premium to par plus accrued interest. The premium includes a $30 early tender incentive. This voluntary debt reduction at a modest premium reduces interest expense on high-cost 9.375% debt.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
As the aggregate principal amount of the Notes validly tendered and not validly withdrawn as of the Early Tender Deadline exceeds $175,000,000, which is the maximum aggregate principal amount of the Notes that the Offerors will accept for purchase, any such tendered Notes will be accepted on a pro rata basis as set forth in the Offer to Purchase, subject to a proration factor of approximately 77.9%. ... Since the Offer for the Notes is fully subscribed at the Early Tender Deadline, the Offerors will not accept for purchase any Notes tendered after the Early Tender Deadline.
The tender was oversubscribed by 28%, with $224.8 million tendered against a $175 million cap. AmeriGas will accept approximately 77.9% of each holder's tendered notes and return the remainder. The offer is now closed to further tenders.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify