Commentary & Deal Flow

Final Price Talk: 5NC2: 5.00%-5.125% WPIR

Price Talk: 5NC2: 5.25%a

IPTs: 5NC2: Mid 5s

• Issuer: UGI International, LLC (Ticker: UGI)
• Business: The largest Liquified Petroleum Gas distributor in France, Belgium, Denmark and Luxembourg and one of the largest Liquified Petroleum Gas distributors in Norway, the Netherlands, Sweden and Finland. It is a sub of UGI Corp. HQ: Valley Forge, PA, USA
• Corporate Ratings: Ba2 (sta) / BB+ (neg) (Moody's/Fitch)
• Issue Ratings: Ba2 / BB+ (Moody's/Fitch)
• Format: 144A/Reg S
• Size: €300,000,000
• Instrument: Senior Notes
• Tenor: 5 years
• Call Protection: NC2 (MWC B+50bp) (50%, 25%, par). Equity claw: 2y 40%
• Change of Control: PUT @ 101
• Use of Proceeds: repay $300m drawn on its revolver to fund the dividend to its parent UGI Corporation that was contributed to Amerigas Partners LP and $150m of which will be used to repay an intercompany loan owed to UGI International, LLC, repay the remaining $50m drawn on its revolver, prepay $81m of its $347m term loan, and $60m for GCP.
• Denominations: €100k x €1k
• Listing: The International Stock Exchange
• Governing Law: New York
• Day Count: 30/360
• Left Lead Bookrunner: BNP Paribas (B&D)
• Joint Book-Running Managers and Global Coordinators: BNP Paribas, HSBC
• Joint Book-Running Managers: Barc, CACIB, ING, NTX, RBI
• Co-Manager: Danske
• Marketing: GIC 12-May-26 @ 11:00 UKT / 12:00 CET; Q&A Sessions 12-13 May
• Timing: Books closed today (13-May-26) at 14:30 UKT. Reconfirmations due 15:30 UKT today (13-May-26). Pricing 13-May UK afternoon
• Netroadshow: www.netroadshow.com/nrs/home/#!/?show=69fbe77c; ACCESS CODE: UGI2026
• GIC REGISTRATION LINK: https://www.netroadshow.com/events/login/1PeTHmohY7TYjvfaod96mCZUsZnEMvXJDuDlk;
• Target Market: No EU PRIIPs key information document (KID) or UK PRIIPs KID/Consumer Composite Investments (CCI) product summary and no UK disclosure document required by DISC have been prepared as the notes are not available to retail in EEA or UK
• Sales into HK/China: No sales may be made to investors located in Hong Kong or mainland China
• Selling Restrictions: The notes should not be purchased, held or otherwise acquired by a “specified foreign entity” as defined in Section 7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended (“specified foreign entity”). Each purchaser of the notes, by accepting such notes, will be deemed to have represented, warranted and agreed that it is not a “specified foreign entity.”