UGI Corporation (NYSE:UGI) entered into a definitive agreement to acquire Mountaintop Energy Holdings LLC from iCON Infrastructure LLP for an enterprise value of $540 million on July 2, 2020. The total enterprise value of $540 million, which includes the assumption of approximately $140 million of debt. UGI expects to finance the acquisition through debt and / or equity-linked securities and existing liquidity to optimize accretion while maintaining a strong balance sheet. UGI does not expect to issue common equity to finance the acquisition. Term Loan of $300 million of which a portion will be used to finance the transaction. On May 17, 2021, UGI Corporation announced its intention to offer, subject to market and other conditions, 2,000,000 equity units in a public offering registered under the Securities Act of 1933, as amended. UGI also expects to grant the underwriters of the units a 30-day option to purchase up to an additional 200,000 units solely to cover over-allotments. UGI intends to use the net proceeds from the offering to pay a portion of the purchase price of its previously announced pending acquisition of Mountaineer Gas Company, and related fees and expenses, and for general corporate purposes. The transaction is subject to customary regulatory and other closing conditions, including approval by the Public Service Commission of West Virginia. Federal antitrust clearance is also required pursuant to the U.S. Hart-Scott-Rodino Antitrust Improvements Act. The transaction is expected to close in the second half of calendar year 2021. As of August 5, 2021, it is anticipated the transaction could potentially close as early as fiscal year 2021. The transaction is expected to be accretive to adjusted EPS in the first full year of combined operations. Goldman Sachs & Co. LLC acted as financial advisor and Ryan Maierson, Jason Cruise, Peter Todaro, Adam Kestenbaum, Joel Mack, Mary Rose Alexander, Joshua Marnitz, Catherine Ozdogan, Rachel Bates and Bryant Lee of Latham & Watkins LLP acted as legal advisors to UGI Corporation. Moelis & Company acted as financial advisor to iCON Infrastructure.
UGI Corporation (NYSE:UGI) completed the acquisition of Mountaintop Energy Holdings LLC from iCON Infrastructure LLP on September 1, 2021. Mountaineer becomes the newest wholly-owned subsidiary of UGI. C. David Lokant has been named president of Mountaineer, effective immediately. C. David Lokant will assume responsibility for all aspects of Mountaineers operations. C. David Lokant previously served as Chief Operating Officer and Senior Vice President for Mountaineer. All closing conditions now satisfied, including final regulatory approval from the West Virginia Public Service Commission.