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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2022
UGI Corporation
(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania | 1-11071 | 23-2668356
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.)

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
Not Applicable
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 | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, without par value | UGI | 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).

Emerging growth company | ☐

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 1.01 Entry into a Material Definitive Agreement.
UGI Utilities Amendment to Revolving Credit Agreement
On December 13, 2022, UGI Utilities, Inc. (“UGI Utilities”), a wholly owned subsidiary of UGI Corporation (the “Company”), entered into that certain First Amendment to Credit Agreement (the “Amendment”), by and among PNC Bank, National Association, as administrative agent, UGI Utilities and certain lenders party thereto, which amended UGI Utilities’ Credit Agreement, dated as of June 27, 2019 (as amended, the “Revolving Credit Agreement”).
The Amendment provides, among other items, that: (i) the commitments under the Revolving Credit Agreement are increased by $75,000,000, for an aggregate of $425,000,000 in commitments thereunder, (ii) Term SOFR (as defined in the Revolving Credit Agreement) shall replace LIBOR as a reference rate and (iii) the Revolving Credit Agreement shall bear interest at a floating rate of, at UGI Utilities’ option, either (x) Term SOFR plus the applicable margin plus a credit spread adjustment of 0.10% or (y) the base rate plus the applicable margin. The applicable margin (based on the credit ratings of UGI Utilities and ranging from 0.0% to 0.75% for base rate loans and 0.875% to 1.75% for Term SOFR loans) shall remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 regarding the Amendment is hereby incorporated into this Item 2.03 by reference. This description is qualified in its entirety by reference to the full text of Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number | Description
10.1 | First Amendment to Credit Agreement, dated December 13, 2022, by and among UGI Utilities, Inc., the lenders party thereto and PNC Bank, National Association, as administrative agent.
104 | Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES
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.

| UGI Corporation
December 16, 2022 | By: | /s/ Jessica A. Milner
| Name: | Jessica A. Milner
| Title: | Assistant Secretary