Long-term Debt

Long-term debt comprises the following at September 30:



	2014			2013
AmeriGas Propane:
AmeriGas Partners Senior Notes:
7.00%, due May 2022	$	980.8		$	980.8
6.75%, due May 2020	550.0			550.0
6.50%, due May 2021	270.0			270.0
6.25%, due August 2019	450.0			450.0
HOLP Senior Secured Notes	26.5			32.0
Other	14.4			17.3
Total AmeriGas Propane	2,291.7			2,300.1
UGI International:
Antargaz Senior Facilities term loan, due through March 2016	432.0			514.0
Flaga term loan, due September 2016	52.0			52.0
Flaga term loan, due through September 2016	50.5			54.1
Flaga term loan, due October 2016	24.1			25.8
Flaga term loan, due through June 2014	—			1.9
Other	6.4			6.6
Total UGI International	565.0			654.4
UGI Utilities:
Term Loan Credit Agreement	—			175.0
Senior Notes:
5.75%, due September 2016	175.0			175.0
4.98%, due March 2044	175.0			—
6.21%, due September 2036	100.0			100.0
Medium-Term Notes:
5.16%, due May 2015	20.0			20.0
7.37%, due October 2015	22.0			22.0
5.64%, due December 2015	50.0			50.0
6.17%, due June 2017	20.0			20.0
7.25%, due November 2017	20.0			20.0
5.67%, due January 2018	20.0			20.0
6.50%, due August 2033	20.0			20.0
6.13%, due October 2034	20.0			20.0
Total UGI Utilities	642.0			642.0
Other	12.1			12.9
Total long-term debt	3,510.8			3,609.4
Less: current maturities	(77.2		)	(67.2		)
Total long-term debt due after one year	$	3,433.6		$	3,542.2

Scheduled principal repayments of long-term debt due in fiscal years 2015 to 2019 follow:



	2015		2016		2017		2018		2019
AmeriGas Propane	$	11.0	$	7.6	$	5.6	$	4.9	$	454.5
UGI Utilities	20.0		247.0		20.0		40.0		—
UGI International	45.0		492.9		25.4		0.9		0.7
Other	0.7		0.7		0.7		0.8		0.8
Total	$	76.7	$	748.2	$	51.7	$	46.6	$	456.0

AmeriGas Propane

In order to finance the cash portion of the Heritage Acquisition, on January 12, 2012, AmeriGas Finance Corp. and AmeriGas Finance LLC, wholly owned finance subsidiaries of AmeriGas Partners (the “Issuers”), issued $550 principal amount of 6.75% Notes due May 2020 and $1,000 principal amount of 7.00% Notes due May 2022. The 6.75% Notes and the 7.00% Notes are fully and unconditionally guaranteed on a senior unsecured basis by AmeriGas Partners. The Issuers have the right to redeem the 6.75% Notes, in whole or in part, at any time on or after May 20, 2016, and to redeem the 7.00% Notes, in whole or in part, at any time on or after May 20, 2017, subject to certain restrictions. A premium applies to redemptions of the 6.75% Notes and 7.00% Notes through May 2018 and May 2020, respectively. On or prior to May 20, 2015, the Issuers may also redeem, at a premium and subject to certain restrictions, up to 35% of each of the 6.75% Notes and the 7.00% Notes with the proceeds of an AmeriGas Partners registered public equity offering. The 6.75% Notes and the 7.00% Notes and the guarantees rank equal in right of payment with all of AmeriGas Partners’ existing Senior Notes. In connection with the Heritage Acquisition, AmeriGas Partners, AmeriGas Finance Corp., AmeriGas Finance LLC and UGI entered into a Contingent Residual Support Agreement (“CRSA”) with ETP pursuant to which ETP will provide contingent, residual support of $1,500 of debt (“Supported Debt” as defined in the CRSA).

On March 28, 2012, AmeriGas Partners announced that holders of approximately $383.5 in aggregate principal amount of outstanding 6.50% Senior Notes due May 2021 (the “6.50% Notes”), representing approximately 82% of the total $470 principal amount outstanding, had validly tendered their notes in connection with the Partnership’s March 14, 2012, offer to purchase for cash up to $200 of the 6.50% Notes. Tendered 6.50% Notes in the amount of $200 were redeemed on March 28, 2012, at an effective price of 105% using an approximate proration factor of 52.3% of total notes tendered. During June 2012, AmeriGas Partners repurchased approximately $19.2 aggregate principal amount of outstanding 7.00% Notes. The Partnership recorded a net loss of $13.3 on these extinguishments of debt which amount is reflected on the Fiscal 2012 Consolidated Statement of Income under the caption loss on extinguishments of debt. The net loss reduced net income attributable to UGI Corporation by $2.2 during Fiscal 2012.

The Partnership’s total long-term debt at September 30, 2014, includes $26.5 of HOLP Senior Secured Notes (including unamortized premium of $3.1). At September 30, 2014, the face interest rates on the HOLP Notes range from 7.89% to 8.87% with an effective interest rate of 6.75%. The HOLP Senior Secured Notes are collateralized by AmeriGas OLP’s receivables, contracts, equipment, inventory, general intangibles and cash.

Restrictive Covenants. The AmeriGas Partners Senior Notes restrict the ability of the Partnership and AmeriGas OLP to, among other things, incur additional indebtedness, make investments, incur liens, issue preferred interests, prepay subordinated indebtedness, and effect mergers, consolidations and sales of assets. Under the AmeriGas Partners Senior Notes Indentures, AmeriGas Partners is generally permitted to make cash distributions equal to Available Cash, as defined, as of the end of the immediately preceding quarter, if certain conditions are met. At September 30, 2014, these restrictions did not limit the amount of Available Cash. See Note 15 for definition of Available Cash included in the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. (“Partnership Agreement”).

The HOLP Senior Secured Notes contain restrictive covenants including the maintenance of financial covenants and limitations on the disposition of assets, changes in ownership, additional indebtedness, restrictive payments and the creation of liens. The financial covenants require AmeriGas OLP to maintain a ratio of Consolidated Funded Indebtedness to Consolidated EBITDA (as defined) below certain thresholds and to maintain a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense (as defined).

UGI International

At September 30, 2014, Antargaz has a €342 ($432.0) variable-rate term loan under its Senior Facilities Agreement with a consortium of banks. Scheduled maturities under the term loan are €34.2 ($43.2) due May 2015, and €307.8 ($388.8) due March 2016. Term loan borrowings bear interest at one-, two-, three- or six-month euribor, plus a margin, as defined by the Senior Facilities Agreement. The margin on the term loan (which range from 1.75% to 2.50%) is dependent upon the ratio of Antargaz’ total net debt to EBITDA, each as defined in the Senior Facilities Agreement. Antargaz has entered into pay-fixed, receive-variable interest rate swaps to fix the underlying euribor rate of interest on the term loan at an average rate of approximately 2.45% through September 2015 and, thereafter, at a rate of 3.71% through the date of the term loan’s final maturity in March 2016. At September 30, 2014 and 2013, the effective interest rates on Antargaz’ term loan were 4.79% and 4.41%, respectively. The Senior Facilities Agreement is collateralized by substantially all of Antargaz’ shares in its subsidiaries and by substantially all of its accounts receivables.

In order to finance the purchase of BP’s LPG distribution business in Poland in September 2013, Flaga entered into a $52 U.S. dollar-denominated three-year term loan which matures in September 2016. The $52 loan bears interest at one- to twelve-month euribor rates (as chosen by Flaga from time to time) plus a margin of 1.25%. Flaga has effectively fixed the euribor component of the interest rate, and has effectively fixed the U.S. dollar value of the interest and principal payments payable under the $52 loan, by entering into a cross-currency swap arrangement with a bank. At September 30, 2014 and 2013, the effective interest rate on the $52 loan was 1.82%.

Flaga has a €19.1 ($24.1) euro-based variable-rate term loan that matures in October 2016. The €19.1 term loan bears interest at three-month euribor rates plus a margin. The margin on such borrowings ranges from 1.175% to 2.525% and is based upon certain consolidated equity, return on assets and debt to EBITDA ratios. Flaga has effectively fixed the euribor component of the interest rate on this term loan at 1.79% by entering into an interest rate swap agreement. The effective interest rates on this term loan at September 30, 2014 and 2013, were 3.40% and 3.85%, respectively.

Flaga also has a €40 ($50.5) euro-based term loan agreement under which €26.7 ($33.7) matures in August 2016 and €13.3 ($16.8) matures in September 2016. The term loans bear interest at one- to twelve-month euribor rates (as chosen by Flaga from time to time) plus margins. The margins on such borrowings range from 1.125% to 2.55% and are based upon certain consolidated equity, return on assets and debt to EBITDA ratios. Flaga has effectively fixed the euribor component of the interest rates on these term loans through September 2016 at 2.68% by entering into an interest rate swap agreement. The effective interest rates on these term loans at September 30, 2014 and 2013, were 4.25% and 4.68%, respectively.

Restrictive Covenants and Guarantees. The Senior Facilities Agreement restricts the ability of Antargaz to, among other things, incur additional indebtedness, make investments, incur liens, and effect mergers, consolidations and sales of assets, and requires Antargaz to maintain a ratio of net debt to EBITDA on a French generally accepted accounting basis, as defined in the agreement, that shall not exceed 3.50 to 1.00. Under this agreement, Antargaz is generally permitted to make restricted payments, such as dividends, if no event of default exists or would exist upon payment of such restricted payment. UGI has guaranteed up to €100 of payments between the variable-rate term loan and the Senior Facilities Agreement Credit Facility (see Note 5).

The Flaga term loans, interest rate and cross currency agreements are guaranteed by UGI. In addition, under certain conditions regarding changes in certain financial ratios of UGI, the lending banks may accelerate repayment of the debt.

UGI Utilities

In March 2014, UGI Utilities issued in a private placement $175 of 4.98% Senior Notes due March 2044 (“4.98% Senior Notes”). The 4.98% Senior Notes were issued pursuant to a Note Purchase Agreement dated October 30, 2013, between UGI Utilities and certain note purchasers. The 4.98% Senior Notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The net proceeds from the sale of the 4.98% Senior Notes were used to repay $175 of borrowings under UGI Utilities’ 364-day Term Loan Credit Agreement. Because the Company had the intent and ability to refinance the Term Loan Credit Agreement on a long-term basis as of September 30, 2013, amounts outstanding under the Term Loan Credit Agreement were classified as long-term on the 2013 Consolidated Balance Sheet.

Restrictive Covenants. The 4.98% Senior Notes include the usual and customary covenants for similar type notes including, among others, maintenance of existence, payment of taxes when due, compliance with laws and maintenance of insurance. The 4.98% Senior Notes also contain restrictive and financial covenants including a requirement that UGI Utilities not exceed a ratio of Consolidated Debt to Consolidated Total Capital, as defined therein, of 0.65 to 1.00.

Restricted Net Assets

At September 30, 2014, the amount of net assets of UGI’s consolidated subsidiaries that was restricted from transfer to UGI under debt agreements, subsidiary partnership agreements and regulatory requirements under foreign laws totaled approximately $1,600.