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United States securities and exchange commission logo
March 17, 2021
Ted J. Jastrzebski
Chief Financial officer
UGI Corporation
460 North Gulph Road
King of Prussia, PA 19406
Re: UGI Corporation
Form 10-K for the
Fiscal Year Ended September 30, 2020
Filed November 20,
2020
File No. 001-11071
Dear Mr. Jastrzebski:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2020
General
1. We note that your forum
selection provision in your Amended and Restated Bylaws
identifies a state
court located within Montgomery County, Pennsylvania, or if no state
court located within
such county has jurisdiction over such action or proceeding, the
federal United States
District Court for the Eastern District of Pennsylvania as the
exclusive forum for
certain litigation, including any derivative action. Please disclose
whether this provision
applies to actions arising under the Securities Act or Exchange Act.
In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability
created by the Securities Act or the rules and regulations thereunder. If the
provision applies to
Securities Act claims, please also revise your disclosure to state that
Ted J. Jastrzebski
UGI Corporation
March 17, 2021
Page 2
there is uncertainty as to whether a court would enforce such
provision and that
stockholders cannot waive compliance with the federal securities laws
and the rules and
regulations thereunder. In addition, please provide corresponding risk
factor disclosure
regarding the impact of your exclusive forum provision on
stockholders, including that
they may be subject to increased costs to bring a claim and that the
provision could
discourage claims or limit their ability to bring a claim in a
judicial forum that they find
favorable. Further, if this provision does not apply to actions
arising under the Securities
Act or Exchange Act, please tell us how you will inform stockholders
in future filings that
the provision does not apply to any actions arising under the
Securities Act or Exchange
Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721
or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.
FirstName LastNameTed J. Jastrzebski Sincerely,
Comapany NameUGI Corporation
Division of
Corporation Finance
March 17, 2021 Page 2 Office of Energy
& Transportation
FirstName LastName