SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2021
(Exact Name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction|
460 North Gulph Road, King of Prussia, PA 19406
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 610 337-1000
Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, without par value
New York Stock Exchange
|Corporate Units||UGIC||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On September 1, 2021, UGI Corporation (the “Company”) issued a press release disclosing that it had completed the previously announced acquisition of Mountaintop Energy Holdings LLC, a Delaware limited liability company and the largest gas local distribution company in West Virginia. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. All information in Exhibit 99.1 is presented as of the particular dates referenced therein, and the Company does not undertake any obligation to, and disclaims any duty to, update any of the information provided.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and will not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|September 1, 2021||By:||/s/ Jessica A. Milner|
|Name:||Jessica A. Milner|
Box 858 Valley Forge Pennsylvania 19482 (610-337-1000)
UGI Corporation Completes Acquisition of Mountaineer Gas
VALLEY FORGE, Pa., September 1, 2021 — UGI Corporation (NYSE: UGI) has completed the previously announced acquisition of Mountaintop Energy Holdings LLC, owner of Mountaineer Gas Company (“Mountaineer”), the largest gas local distribution company in West Virginia, for an enterprise value of $540 million. With all closing conditions now satisfied, including final regulatory approval from the West Virginia Public Service Commission, Mountaineer becomes the newest wholly-owned subsidiary of UGI.
UGI also announced that C. David Lokant has been named president of Mountaineer, effective immediately. Mr. Lokant will assume responsibility for all aspects of Mountaineer’s operations. Mr. Lokant previously served as Chief Operating Officer and Senior Vice President for Mountaineer. He joined Mountaineer when West Virginia Power Gas assets were purchased from UtiliCorp in 2000. Mr. Lokant has more than 30 years of industry experience and has held a variety of positions throughout his career in operations, regulatory relations, customer service, accounting, and engineering.
Mountaineer serves nearly 215,000 customers across 50 of West Virginia’s 55 counties. The customer base is approximately 90% residential, with the remaining 10% comprised of commercial and industrial customers. Mountaineer is fully regulated, and its system has nearly 6,000 miles of distribution, transmission, and gathering pipelines.
“We are very pleased to complete this important acquisition and expand our core utility operations in the mid-Atlantic region. I am also confident that Dave will provide excellent leadership of Mountaineer,” said Roger Perreault, President and Chief Executive Officer of UGI. “This addition provides us with an opportunity to deliver safe, reliable, affordable, and environmentally responsible energy solutions to customers in West Virginia. We see significant opportunities to make regulated investments focused on long-term system enhancement and expand the reach of natural gas to both unserved and underserved areas. We are also pleased with this acquisition as it supports our strategy of delivering reliable earnings growth and rebalancing our portfolio.”
“We look forward to welcoming the Mountaineer employees and customers to the UGI family of companies. Mountaineer is a great fit for our natural gas businesses and UGI as a whole,” said Robert F. Beard, UGI’s Executive Vice President, Natural Gas. “The company brings an exceptional management team with significant experience, a track record of safe operations, and strong regulatory, customer and community relationships. Like UGI Utilities, Mountaineer’s customers are situated in the prolific Marcellus shale production region and have access to clean, abundant, reliable, and affordable natural gas. We look forward to becoming a part of the West Virginia community and investing in the safety and reliability of the Mountaineer system in alignment with our environmental efforts to lower methane and other GHG emissions. With over 135 years of experience in the gas utilities business, we are confident that we can execute on these investment opportunities while maintaining competitive rates and providing best-in-class service to our new customers.”
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 and West Virginia, distributes LPG both domestically (through AmeriGas) and internationally (through UGI International), manages midstream energy assets in Pennsylvania, Ohio, and West Virginia and electric generation assets in Pennsylvania, and engages in energy marketing, including renewable natural gas in the eastern region of the United States and California, and internationally in France, Belgium, the Netherlands and the UK.
Comprehensive information about UGI Corporation is available on the Internet at https://www.ugicorp.com.
Tameka Morris, ext. 6297
Arnab Mukherjee, ext. 7498
Source: UGI Corporation