AmeriGas Partners, L.P. and AmeriGas Finance Corp. Commence Cash Tender Offer for any and all of their Outstanding 5.625% Senior Notes due 2024
22 5월 2023 - 9:10PM
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 commenced an offer to purchase for cash any and
all of the Offerors’ outstanding 5.625% Senior Notes due 2024 (the
“2024 Notes”), upon terms and subject to the conditions set forth
in the Offer to Purchase, dated May 22, 2023, and the related
Letter of Transmittal and Notice of Guaranteed Delivery (the
"Offer").
2024 Notes validly tendered and not validly withdrawn at or
prior to 5 p.m. New York City time on May 26, 2023 (the “Expiration
Date”) will be eligible to receive a purchase price of $1,010.90
per $1,000 principal amount of 2024 Notes tendered.
Tendering holders will also receive accrued and unpaid interest
from the last applicable interest payment date to, but not
including, the settlement date of the tender offer.
Subject to certain exceptions, tendered 2024 Notes can only be
withdrawn before 5 p.m., New York City time on the Expiration Date
(the “Withdrawal Deadline”). Following the Withdrawal Deadline,
holders who have tendered their 2024 Notes may not withdraw such
2024 Notes unless the Offerors are required to extend withdrawal
rights under applicable law.
Substantially concurrently with the commencement of the Offer,
the Offerors will issue a conditional notice of full redemption to
redeem any 2024 Notes not purchased in the Offer and that remain
outstanding persuant 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.
The Offerors expressly reserve the right, in their reasonable
discretion, subject to applicable law, to terminate the tender
offer at any time prior to the Expiration Date. The Offerors will
not be required to purchase any of the 2024 Notes tendered unless
certain conditions have been satisfied, including, but not limited
to, the Offerors’ successful completion of one or more debt
financing transactions, in an amount sufficient, together with cash
on hand, a cash contribution from UGI Corporation 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 related fees and expenses associated with the foregoing.
In connection with the tender offer, the Issuers 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 to
Purchase and related 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 will be made by means of an Offer to
Purchase and related Letter of Transmittal and Notice of Guaranteed
Delivery. 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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