UGI Corporation filed a Form 8-K with the SEC on November 2, 2026, reporting that on October 28, 2026, it entered into a Second Amendment to its Credit Agreement, increasing its revolving credit commitments and adding a new $300 million revolving facility linked to potential conversion of its 2028 Notes.

Key Highlights

  • Revolving commitments increased: The aggregate revolving commitments under UGI's existing revolving credit facility were raised from $475 million to $700 million.
  • Maturity extended: The maturity date of the existing revolving credit facility and term loan facility was extended to March 31, 2030, subject to a springing maturity 91 days before the final stated maturity of the 2028 Notes if more than $210 million in aggregate principal remains outstanding.
  • New $300 million facility: The Amendment provides for a new Second Amendment Revolving Credit Facility of $300 million, available to finance cash consideration in connection with a conversion of the 2028 Notes.
  • Interest rate terms: Borrowings under the new facility bear interest at Term SOFR or Alternate Base Rate plus an Applicable Rate ranging from 2.125% to 3.00% for Term SOFR loans and 1.125% to 2.00% for Alternate Base Rate loans, depending on the Company's net leverage ratio.
  • New facility maturity: The Second Amendment Revolving Credit Facility matures on June 30, 2027, with a one-time, one-year extension option if the Company converts the entire principal balance into non-revolving term loans.
  • Administrative agent: JPMorgan Chase Bank, N.A. serves as administrative agent under the Credit Agreement.

UGI's Second Amendment: Expanded Credit and a New Conversion-Linked Facility

According to the filing, UGI Corporation (NYSE:UGI) entered into the Second Amendment to its Credit Agreement on October 28, 2026, with the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent. The original Credit Agreement was dated October 11, 2024. The Amendment accomplishes three principal changes: it increases aggregate revolving commitments from $475 million to $700 million, extends the maturity of the existing revolving and term loan facilities to March 31, 2030, and establishes a new $300 million senior secured revolving loan facility.

The new Second Amendment Revolving Credit Facility is specifically designated, the filing discloses, "to finance any cash consideration due in connection with a conversion of the 2028 Notes." The commitments under this facility will automatically terminate on any date on which the aggregate outstanding principal amount of the 2028 Notes falls below $210 million, though any loans then outstanding will remain until maturity. The Company may voluntarily prepay borrowings under the facility in whole or in part without any premium or penalty, according to the filing.

The filing states that loans under the Second Amendment Revolving Credit Facility are secured by a pledge of the Company's equity in its Material Subsidiaries, excluding UGI Utilities, Inc. and Mountaintop Energy Holdings LLC, subject to certain additional exceptions and carveouts. The Company noted that the description of the Amendment "does not purport to be complete" and is qualified by reference to the full text filed as Exhibit 10.1.

What Was Disclosed

UGI Corporation reported entry into a Second Amendment to its Credit Agreement on October 28, 2026, expanding its revolving credit from $475 million to $700 million, extending facility maturities to March 31, 2030, and creating a new $300 million revolving facility tied to potential 2028 Notes conversion.