UGI Prices Equity Units Offering

UGI Corporation (NYSE: UGI) announced today the pricing of its public offering of 2,000,000 equity units (the “units”). The issuance and sale of the units are scheduled to settle on May 25, 2021, subject to customary closing conditions. UGI also granted the underwriters of the offering a 30-day option to purchase up to an additional 200,000 units solely to cover over-allotments.

UGI estimates that the net proceeds from the offering will be approximately $191.9 million (or approximately $211.3 million if the underwriters fully exercise their option to purchase additional units), after deducting underwriting discounts and commissions and estimated offering expenses. UGI intends to use the net proceeds from the offering to pay a portion of the purchase price of its previously announced pending acquisition of Mountaineer Gas Company, and related fees and expenses, and for general corporate purposes.

Each unit will have a stated amount of $100 and will initially consist of a stock purchase contract and a 1/10th, or 10%, undivided interest in one share of a new series of preferred stock of UGI titled 0.125% series A cumulative perpetual convertible preferred stock (the “convertible preferred stock”), without par value and having a liquidation preference of $1,000 per share. Each purchase contract will obligate the holder to pay $100 to UGI to purchase a variable number of shares of UGI’s common stock on the purchase contract settlement date, which is scheduled to occur on June 1, 2024. The number of shares of UGI common stock to be issued upon settlement of each purchase contract on the purchase contract settlement date will be equal to $100 divided by the market value per share of UGI’s common stock, which will be determined over a span of 20 consecutive trading days preceding the settlement date, subject to a maximum settlement rate of 2.2826 shares of UGI common stock per purchase contract, subject to adjustment. The initial maximum settlement rate of the purchase contracts is approximately equal to $100 divided by the last reported sale price of $43.81 per share of UGI’s common stock on May 17, 2021. Holders of the purchase contracts may elect to settle their purchase contracts early in certain circumstances and subject to certain limitations.