Long-term Debt

Long-term debt comprises the following at September 30:



	2015			2014
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	21.0			26.5
Other	11.7			14.4
Total AmeriGas Propane	2,283.5			2,291.7
UGI International:
France SAS Senior Facilities term loan, due through April 2020	670.7			—
Antargaz Senior Facilities term loan	—			432.0
Flaga term loan, due September 2018	59.1			—
Flaga term loan	—			52.0
Flaga term loan, due through August 2016	29.8			50.5
Flaga term loan, due October 2016	21.4			24.1
Other	1.8			6.4
Total UGI International	782.8			565.0
UGI Utilities:
Senior Notes:
5.75%, due September 2016	175.0			175.0
4.98%, due March 2044	175.0			175.0
6.21%, due September 2036	100.0			100.0
Medium-Term Notes:
5.16%, due May 2015	—			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	622.0			642.0
Other	11.5			12.1
Total long-term debt	3,699.8			3,510.8
Less: current maturities	(258.0		)	(77.2		)
Total long-term debt due after one year	$	3,441.8		$	3,433.6

Scheduled principal repayments of long-term debt due in fiscal years 2016 to 2020 follow.



	2016		2017		2018		2019		2020
AmeriGas Propane	$	9.2	$	6.1	$	5.3	$	455.0	$	554.3
UGI Utilities	247.0		20.0		40.0		—		—
UGI International (a)	30.5		21.8		126.7		67.2		536.6
Other	0.7		0.7		0.8		0.8		0.9
Total	$	287.4	$	48.6	$	172.8	$	523.0	$	1,091.8

(a) Amounts relating to Flaga’s €26.7 ($29.8) term loan due August 2016 and €19.1 ($21.4) term loan due in October 2016, both of which were refinanced on a long-term basis in October 2015, are included in the table above (see UGI International - Flaga below).

AmeriGas Propane

In order to finance the cash portion of AmeriGas Partners’ January 2012 acquisition of Energy Transfer Partner, L.P.’s (“ETP”) retail propane distribution business (“the Heritage Acquisition”), 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. 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).

The Partnership’s total long-term debt at September 30, 2015 and 2014, includes $21.0 and $26.5, respectively, of HOLP Senior Secured Notes including unamortized premium of $2.5 and $3.1, respectively. The face interest rates on the HOLP Notes ranged 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, 2015, these restrictions did not limit the amount of Available Cash. See Note 15 for the 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

UGI France

As previously mentioned in Note 5, on May 29, 2015, France SAS borrowed €600 ($659.6) under its Senior Facilities Agreement with a consortium of banks (the “2015 Senior Facilities Agreement”). France SAS entered into the 2015 Senior Facilities Agreement on April 30, 2015, in anticipation of its then-pending acquisition of Totalgaz, which was consummated on May 29, 2015 (see Note 4). The 2015 Senior Facilities Agreement consists of a €600 variable-rate term loan and a €60 revolving credit facility. The term loan proceeds were used (1) to fund a portion of the Totalgaz Acquisition, including related fees and expenses; (2) to make a capital contribution from France SAS to its wholly owned subsidiary, AGZ Holding, to prepay €342 principal amount, plus accrued interest, outstanding under Antargaz’ 2011 Senior Facilities Agreement due March 2016 (the “2011 Senior Facilities Agreement”); (3) to settle Antargaz’ existing pay-fixed, receive-variable interest rate swaps associated with the 2011 Senior Facilities Agreement; and (4) for general corporate purposes. Principal amounts outstanding under the 2015 Senior Facilities Agreement term loan are due as follows: €60 due April 30, 2018; €60 due April 30, 2019; and €480 due April 30, 2020. As a result of prepaying the term loan outstanding under the 2011 Senior Facilities Agreement and concurrently settling the associated pay-fixed, receive-variable interest rate swaps, we recorded a pre-tax loss of $10.3 comprising a $9.0 loss on interest rate swaps and the write-off of $1.3 of debt issuance costs. These amounts are included in interest expense on the Consolidated Statements of Income.

Borrowings under the 2015 Senior Facilities Agreement €600 term loan and the €60 revolving credit facility bear interest at rates per annum comprising the aggregate of the applicable margin and the associated euribor rate, which euribor rate has a floor of zero. The margin on such borrowings (which ranges from 1.60% to 2.70% for the term loan) are dependent upon the ratio of France SAS’s consolidated total net debt to EBITDA, each as defined in the 2015 Senior Facilities Agreement. Through March 31, 2016, the margin has been set at 2.50%. France SAS has entered into pay-fixed, receive-variable interest rate swaps through April 30, 2019, to generally fix the underlying euribor rate at 0.18% (assuming such underlying euribor rate is not less than zero). At September 30, 2015, the effective interest rate on the 2015 Senior Facilities Agreement term loan was approximately 2.70%.

Flaga

In September 2015, Flaga terminated its then-existing $52 U.S. dollar-denominated variable-rate term loan due September 2016 and concurrently entered into a $59.1 U.S. dollar-denominated variable-rate term loan with the same bank. The $59.1 term loan matures in September 2018. Because the cash flows from the termination of the $52 term loan and the concurrent issuance of the $59.1 term loan were with the same bank, such cash flows have been reflected “net” in the financing activities section of the Fiscal 2015 Consolidated Statement of Cash Flows. Also in September 2015, Flaga prepaid its €13.3 ($14.9) euro-based term loan due September 2016. The $59.1 term loan bears interest at a one-month LIBOR rate plus a margin of 1.125%. Flaga has effectively fixed the LIBOR component of the interest rate, and has effectively fixed the U.S. dollar value of the interest and principal payments payable under the $59.1 term loan, by entering into a cross-currency swap arrangement with a bank. At September 30, 2015, the effective interest rate on the $59.1 term loan was 0.87%. At September 30, 2014, the effective interest rate on the $52 term loan was 1.82%.

Prior to its refinancing in October 2015, at September 30, 2015, Flaga had a €19.1 ($21.4) euro-based variable-rate term loan scheduled to mature in October 2016. The €19.1 term loan bore interest at three-month euribor rates plus a margin. The margin on such borrowings ranged from 1.175% to 2.525% and was based upon certain consolidated equity, return on assets and debt to EBITDA ratios, as defined. Flaga had 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, 2015 and 2014, were 3.40% and 3.40%, respectively.

Prior to its refinancing in October 2015, at September 30, 2015, Flaga also had a €26.7 ($29.8) euro-based variable-rate term loan scheduled to mature in August 2016, and prior to its refinancing in September 2015, also had a €13.3 euro-based variable-rate term loan due September 2016. These term loans bore interest at one- to twelve-month euribor rates (as chosen by Flaga from time to time) plus margins. The margins on such borrowings ranged from 1.125% to 2.275% and were based upon certain consolidated equity, return on assets and debt to EBITDA ratios, as defined. Flaga had effectively fixed the euribor component of the interest rates on these term loans through September 2016 at 2.68% by entering into interest rate swap agreements. The effective interest rates on these term loans outstanding at September 30, 2015 and 2014, were 4.21% and 4.25%, respectively. Because the €26.7 term loan was refinanced on a long-term basis in October 2015, we have classified this debt as long-term on the September 30, 2015, Consolidated Balance Sheet.

As previously mentioned in Note 5, in October 2015 Flaga entered into the Flaga Credit Facility Agreement which includes, among other things, a €45.8 variable-rate term loan facility. In October 2015, Flaga used proceeds from the issuance of the €45.8 term loan to refinance the previously mentioned €19.1 ($21.4) term loan due October 2016, and the previously mentioned €26.7 ($29.8) term loan due August 2016. The €45.8 term loan matures in October 2020. The €45.8 term bears interest at three-month euribor rates, plus a margin. The margin on such borrowings ranges from 0.40% to 1.80% and is based upon certain consolidated equity, return on assets and debt to EBITDA ratios, as defined. Flaga expects to enter into pay-fixed, receive-variable interest rate swaps that will effectively fix the underlying euribor rate on the term loan borrowings.

Restrictive Covenants and Guarantees. The 2015 Senior Facilities Agreement restricts the ability of France SAS to, among other things, incur additional indebtedness, make investments, incur liens, and effect mergers, consolidations and sales of assets, and requires France SAS and its consolidated subsidiaries to maintain a ratio of total net debt to EBITDA, each as defined in the 2015 Senior Facilities Agreement, that shall not exceed (a) 3.75 to 1.00 from the closing date of the Totalgaz Acquisition to September 30, 2015, and (b) 3.50 to 1.00 thereafter, as determined semiannually. France SAS will generally be permitted to make restricted payments, such as dividends, if no event of default exists or would exist upon payment of such dividend.

The Flaga term loans and associated interest rate and cross-currency swap 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’ then-existing 364-day Term Loan Credit Agreement.

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, of 0.65 to 1.00.

Restricted Net Assets

At September 30, 2015, 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 $1,700.