UGI Corporation (NYSE:UGI; “UGI”) announced today, in connection with the successfully completed merger transaction between UGI and AmeriGas Partners, L.P. (“AmeriGas”), the final results of the elections made by AmeriGas common unitholders regarding the form of consideration they wish to receive.
As previously announced, the deadline for record holders of AmeriGas common units to elect the form of consideration they wish to receive in connection with the merger transaction was 5:00 p.m. Eastern Time on August 20, 2019 (the “Election Deadline”).
Based on available information as of the Election Deadline, the final results were:
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Holders of 46,051,342 common units, or approximately 66% of units outstanding, elected to receive $35.325 in cash per AmeriGas common unit (rounded to the nearest whole cent), without interest;
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Holders of 2,252,927 common units, or approximately 3% of units outstanding, elected to receive 0.6378 shares of UGI common stock per AmeriGas common unit, plus cash in lieu of any fractional shares of UGI common stock (the “share consideration”);
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Holders of 1,119,947 common units, or approximately 2% of units outstanding, elected to receive $7.63 in cash per AmeriGas common unit, without interest, and 0.500 shares of UGI common stock per AmeriGas common unit, plus cash in lieu of any fractional shares of UGI common stock, without interest; and
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Holders of 19,818,606 units, or approximately 29% of units outstanding, did not make an election and will receive the share consideration.
The final allocations of the consideration payable in connection with the merger transaction will be calculated using the methodology set forth in that certain Agreement and Plan of Merger, dated April 1, 2019 (the “Merger Agreement”), by and among UGI, AmeriGas Propane, Inc., the general partner of AmeriGas, AmeriGas Propane Holdings, Inc., an indirect, wholly-owned subsidiary of UGI, and AmeriGas. Final proration results will be communicated to individual unitholders on, or about, August 26, 2019. Based on the final election results and the proration and adjustment procedures set forth in the Merger Agreement, common unitholders that elected to receive cash for their common units will receive a portion of their consideration in UGI common stock.
About UGI Corporation
UGI Corporation is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes LPG both domestically (through AmeriGas) and internationally, manages midstream energy assets in Pennsylvania, Ohio, and West Virginia and electric generation assets in Pennsylvania, and engages in energy marketing in eleven states, the District of Columbia and internationally in France, Belgium, the Netherlands and the UK.
Forward-Looking Statements
All statements in this press release (and oral statements made regarding the subjects of this communication) other than historical facts are forward-looking statements. The safe harbor provisions under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, do not apply to forward-looking statements made or referred to in this release. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of UGI and AmeriGas, which could cause actual results to differ materially from such statements. Forward-looking information includes, but is not limited to, the merger consideration election results and any related implication as to the form of the merger consideration former AmeriGas unitholders will ultimately receive pursuant to the Merger Agreement. While UGI believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. Among the factors that could cause results to differ materially from those indicated by such forward-looking statements are: the final proration, pursuant to the Merger Agreement, of the merger consideration elections made by former AmeriGas unitholders; the failure to realize the anticipated costs savings, synergies and other benefits of the merger and any recent or future transactions, including certain integration risks relating to the acquisition of Columbia Midstream Group, LLC by UGI Energy Services, LLC; the possible diversion of management time on merger-related issues; local, regional and national economic conditions and the impact they may have on UGI, AmeriGas and their customers; changes in tax laws that impact MLPs and the continued analysis of recent tax legislation; conditions in the energy industry, including cost volatility and availability of all energy products, including propane, natural gas, electricity and fuel oil as well as increased customer conservation measures; adverse weather conditions; the financial condition of UGI’s and AmeriGas’ customers; any non-performance by customers of their contractual obligations; changes in customer, employee or supplier relationships; changes in safety, health, environmental and other regulations; liability for uninsured claims and for claims in excess of insurance coverage; domestic and international political, regulatory and economic conditions in the U.S. and in foreign countries, including the current conflicts in the Middle East; foreign currency exchange rate fluctuations (particularly the euro); the timing of development of Marcellus Shale gas production; the results of any reviews, investigations or other proceedings by government authorities; addressing any reviews, investigations or other proceedings by government authorities or shareholder actions, including, but not limited to, pending litigation relating to the merger; the performance of AmeriGas; and the interruption, disruption, failure, malfunction or breach of UGI’s or AmeriGas information technology systems, including due to cyber-attack.
These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in each of UGI’s and AmeriGas’ Annual Reports on Form 10-K for the fiscal year ended September 30, 2018, and those set forth from time to time in each entity’s filings with the Securities and Exchange Commission, which are available at www.ugicorp.com and www.amerigas.com, respectively. Except as required by law, UGI and AmeriGas expressly disclaim any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
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