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Debt

12 Months Ended

Sep. 30, 2020

Note 6 — Debt

Significant Financing Activities during Fiscal 2020

Energy Services. On March 6, 2020, Energy Services entered into the Energy Services 2020 Credit Agreement, as borrower, with a group of lenders. The Energy Services 2020 Credit Agreement amends and restates the Energy Services Credit Agreement. The Energy Services 2020 Credit Agreement provides for borrowings up to $260, including a $50 sublimit for letters of credit. Energy Services may request an increase in the amount of loan commitments under the Energy Services 2020 Credit Agreement to a maximum aggregate amount of $325, subject to certain terms and conditions. Borrowings under the Energy Services 2020 Credit Agreement can be used to fund acquisitions and investments and for general corporate purposes. The Energy Services 2020 Credit Agreement is scheduled to expire in March 2025.

Borrowings under the Energy Services 2020 Credit Agreement bear interest at either (i) the Alternate Base Rate plus a margin or (ii) the Adjusted LIBOR plus a margin. The Alternate Base Rate, as defined, is the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) the Adjusted LIBOR for a one-month interest period plus 1% but in no event shall the Alternative Base Rate be less than 1%. The margins on borrowings ranges from 0.75% to 2.75% and are dependent upon Energy Services’ ratio of Consolidated Total Indebtedness to Consolidated EBITDA, as defined. The initial margin on the Alternate Base Rate and Adjusted LIBOR on borrowings under the Energy Services 2020 Credit Agreement were 1.50% and 2.50%, respectively. The Energy Services 2020 Credit Agreement includes customary provisions with respect to the replacement of LIBOR.

UGI Utilities. On April 16, 2020, UGI Utilities issued in a private placement $150 of UGI Utilities 3.12% Senior Notes due April 16, 2050 pursuant to a Note Purchase Agreement dated March 19, 2020, between UGI Utilities and certain note purchasers. The UGI Utilities 3.12% Senior Notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The net proceeds from the issuance of the UGI Utilities 3.12% Senior Notes were used to reduce short-term borrowings and for general corporate purposes.

Credit Facilities and Short-term Borrowings

Information about the Company’s principal credit agreements (excluding the Energy Services Receivables Facility, which is discussed below) as of September 30, 2020 and 2019, is presented in the following table. Borrowings on these credit agreements bear interest at rates indexed to short-term market rates. Borrowings outstanding under these agreements (other than the UGI Corporation Senior Credit Facility) are classified as “Short-term borrowings” on the Consolidated Balance Sheets.


	Expiration Date	Total Capacity		Borrowings Outstanding		Letters of Credit and Guarantees Outstanding		Available Borrowing Capacity		Weighted Average Interest Rate - End of Year
September 30, 2020
AmeriGas OLP (a)	December 2022	$	600	$	186	$	62	$	352	2.61	%
UGI International, LLC (b)	October 2023	€	300	€	—	€	—	€	300	N.A.


Energy Services (c)	March 2025	$	260	$	—	$	—	$	260	N.A.
UGI Utilities (d)	June 2024	$	350	$	141	$	—	$	209	1.12	%
UGI Corporation (e)	August 2024	$	300	$	300	$	—	$	—	2.41	%
September 30, 2019
AmeriGas OLP (a)	December 2022	$	600	$	328	$	63	$	209	4.50	%
UGI International, LLC (b)	October 2023	€	300	€	193	€	—	€	107	3.64	%


Energy Services (c)	March 2021	$	200	$	45	$	—	$	155	6.25	%
UGI Utilities (d)	June 2024	$	350	$	166	$	—	$	184	3.00	%
UGI Corporation (e)	August 2024	$	300	$	300	$	—	$	—	4.55	%

(a)The AmeriGas OLP Credit Agreement includes a $150 sublimit for letters of credit

(b)The UGI International Credit Facilities Agreement permits UGI International, LLC to borrow in euros or dollars. UGI International repaid all borrowings outstanding on this facility in September 2020. At September 30, 2019, the amount outstanding consisted of USD-denominated borrowings of $210.

(c)The Energy Services 2020 Credit Agreement includes a $50 sublimit for letters of credit and is guaranteed by certain subsidiaries of Energy Services. This credit agreement is collateralized by substantially all of the assets of Energy Services, subject to certain exceptions and carveouts including, but not limited to, accounts receivables and certain real property.

(d)UGI Utilities Credit Agreement includes a $100 sublimit for letters of credit.

(e)At September 30, 2020 and 2019, management intended to maintain a substantial portion of amounts outstanding under the UGI Corporation Senior Credit Facility beyond twelve months from the respective balance sheet dates. As such, borrowings outstanding are classified as “Long-term debt” on the Consolidated Balance Sheets. In October 2020, the Company repaid $30 of such borrowings and classified these repayments as “Current maturities of long-term debt” on the 2020 Consolidated Balance Sheet. The UGI Corporation Senior Credit Facility includes a $10 sublimit for letters of credit.

Energy Services Receivables Facility. Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper currently scheduled to expire in October 2021. The Receivables Facility, as amended, provides Energy Services with the ability to borrow up to $150 of eligible receivables during the period November to April, and up to $75 of eligible receivables during the period May to October. Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes.

Under the Receivables Facility, Energy Services transfers, on an ongoing basis and without recourse, its trade accounts receivable to its wholly owned, special purpose subsidiary, ESFC, which is consolidated for financial statement purposes. ESFC, in turn, has sold and, subject to certain conditions, may from time to time sell, an undivided interest in some or all of the receivables to a major bank. Amounts sold to the bank are reflected as “Short-term borrowings” on the Consolidated Balance

Sheets. ESFC was created and has been structured to isolate its assets from creditors of Energy Services and its affiliates, including UGI. Trade receivables sold to the bank remain on the Company’s balance sheet and the Company reflects a liability equal to the amount advanced by the bank. The Company records interest expense on amounts owed to the bank. Energy Services continues to service, administer and collect trade receivables on behalf of the bank, as applicable.

Information regarding the amounts of trade receivables transferred to ESFC and the amounts sold to the bank are as follows:


	2020		2019		2018
Trade receivables transferred to ESFC during the year	$	1,046	$	1,373	$	1,280
ESFC trade receivables sold to the bank during the year	$	182	$	179	$	193
ESFC trade receivables - end of year (a)	$	50	$	55	$	65

(a)At September 30, 2020 and 2019, the amounts of ESFC trade receivables sold to the bank were $19 and $46, respectively, and are reflected as “Short-term borrowings” on the Consolidated Balance Sheets.

Long-term Debt

Long-term debt comprises the following at September 30:


	2020		2019
AmeriGas Propane:
AmeriGas Partners Senior Notes:
5.50% due May 2025	$	700	$	700
5.875% due August 2026	675		675
5.625% due May 2024	675		675
5.75% due May 2027	525		525

Other (a)	5		14
Unamortized debt issuance costs	(20)		(24)
Total AmeriGas Propane	2,560		2,565
UGI International:
3.25% Senior Notes due November 2025	410		382
UGI International, LLC variable-rate term loan due October 2023 (b)	352		327



Other	23		18
Unamortized debt issuance costs	(7)		(8)
Total UGI International	778		719
Midstream & Marketing:
Energy Services variable-rate term loan due through August 2026 (c)	691		698
Other (d)	41		1
Unamortized discount and debt issuance costs	(12)		(12)
Total Energy Services	720		687
UGI Utilities:
Senior Notes:
4.12%, due September 2046	200		200
4.98%, due March 2044	175		175
3.12% due April 2050	150		—
4.55%, due February 2049	150		150
4.12%, due October 2046	100		100
6.21%, due September 2036	100		100
2.95%, due June 2026	100		100
Medium-Term Notes:
6.13%, due October 2034	20		20
6.50%, due August 2033	20		20



Variable-rate term loan due through October 2022 (e)	108		114
Other	3		5
Unamortized debt issuance costs	(5)		(5)
Total UGI Utilities	1,121		979
UGI Corporation:
UGI Corporation revolving credit facility maturing August 2024 (f)	300		300
UGI Corporation variable-rate term loan due August 2022 (g)	300		300
UGI Corporation variable-rate term loan due through August 2024 (h)	250		250
Unamortized debt issuance costs	(3)		(4)
Total UGI Corporation	847		846
Other	8		8
Total long-term debt	6,034		5,804
Less: current maturities	(53)		(24)
Total long-term debt due after one year	$	5,981	$	5,780

(a)At September 30, 2019, such amount includes Heritage Operating, L.P. Senior Secured Notes. The effective interest rate on the Heritage Operating, L.P. Senior Secured Notes was 6.75%. These notes were collateralized by AmeriGas OLP’s receivables, contracts, equipment, inventory, general intangibles and cash.

(b)The effective interest rate on the term loan was 2.04% at both September 30, 2020 and 2019. We have entered into pay fixed, receive variable interest rate swaps to effectively fix the underlying variable rate on these borrowings.

(c)At September 30, 2020 and 2019, the effective interest rates on the term loan were 5.30% and 5.79%, respectively. This term loan is collateralized by substantially all of the assets of Energy Services, subject to certain exceptions and carveouts including, but not limited to, accounts receivable and certain real property. We have entered into a pay-fixed, receive variable interest rate swap to effectively fix the underlying variable rate on these borrowings. Term loan borrowings are due in equal quarterly installments of $2, with the balance of the principal being due in full at maturity. Under certain circumstances, Energy Services is required to make additional principal payments if the consolidated total leverage ratio, as defined, is greater than defined thresholds.

(d)Amounts include finance lease liabilities recognized as a result of the adoption of ASU No. 2016-02. For additional information, see Note 2 and Note 16 to the Consolidated Financial Statements.

(e)At September 30, 2020 and 2019, the effective interest rates on this term loan were 4.00% and 3.05%, respectively. We have entered into a pay-fixed, receive variable interest rate swap to effectively fix the underlying variable rate on these borrowings. Term loan borrowings are due in equal quarterly installments of $2, with the balance of the principal being due in full at maturity.

(f)At September 30, 2020 and 2019, the effective interest rates on credit facility borrowings were 2.41% and 4.55%, respectively. We have entered into pay-fixed, receive variable interest rate swaps to effectively fix the underlying variable rate on a portion of these borrowings.

(g)At September 30, 2020 and 2019, the effective interest rate on this term loan 3.51% and 4.30%, respectively. We have entered into pay-fixed, receive variable interest rate swaps to effectively fix the underlying variable rate on these borrowings.

(h)At September 30, 2020 and 2019, the effective interest rates on this term loan were 3.50% and 4.55%, respectively. We have entered into pay-fixed, receive variable interest rate swaps to effectively fix the underlying variable rate on a portion of these borrowings. Term loan borrowings are due in equal quarterly installments of $9, commencing December 2022, with the balance of the principal being due in full at maturity.

Scheduled principal repayments of long-term debt for each of the next five fiscal years ending September 30 are as follows:


	2021		2022		2023		2024		2025
AmeriGas Propane	$	3	$	2	$	—	$	675	$	700
UGI International	1		22		—		352		—
Midstream & Marketing	10		7		7		7		7
UGI Utilities	8		7		96		—		—
UGI Corporation (a)	30		300		38		482		—
Other	1		1		6		—		—
Total	$	53	$	339	$	147	$	1,516	$	707

(a)In October 2020, the Company repaid $30 of such borrowings and has classified these repayments as “Current maturities of long-term debt” on the 2020 Consolidated Balance Sheet.

Restrictive Covenants

Our long-term debt and credit facility agreements generally contain customary covenants and default provisions which may include, among other things, restrictions on the incurrence of additional indebtedness and also restrict liens, guarantees, investments, loans and advances, payments, mergers, consolidations, asset transfers, transactions with affiliates, sales of assets, acquisitions and other transactions.

AmeriGas Propane. The AmeriGas Propane OLP Credit Agreement requires that AmeriGas OLP and AmeriGas Partners maintain ratios of total indebtedness to EBITDA, as defined, below certain thresholds. In addition, the Partnership must maintain a minimum ratio of EBITDA to interest expense, as defined and as calculated on a rolling four-quarter basis. Generally, as long as no default exists or would result therefrom, AmeriGas OLP is permitted to make cash distributions not more frequently than quarterly in an amount not to exceed available cash, as defined, for the immediately preceding calendar quarter.

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, 2020, these restrictions did not limit the amount of Available Cash. See Note 15 for the definition of Available Cash included in the Partnership Agreement.

UGI International. The UGI International Credit Facilities Agreement requires UGI International not to exceed a ratio of consolidated total net indebtedness to consolidated EBITDA, as defined, of 3.85 to 1.00.

Energy Services. The Energy Services Term Loan requires that Energy Services and subsidiaries maintain a minimum ratio of consolidated EBITDA to debt service, as defined, of 1.10 to 1.00.

The Energy Services 2020 Credit Agreement requires Energy Services and subsidiaries not to exceed a ratio of total indebtedness to EBITDA, as defined, of 4.00 to 1.00 and maintain a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined and as calculated on a quarterly basis, of 3.50 to 1.00.

UGI Utilities. The UGI Utilities Credit Agreement, certain of UGI Utilities’ Senior Notes and the Utilities Term Loan require UGI Utilities not to exceed a ratio of consolidated debt to consolidated total capital, as defined, of 0.65 to 1.00.

UGI Corporation. The UGI Corporation Senior Credit Facility requires that UGI maintain a ratio of consolidated EBITDA to consolidated interest expense, as defined and as calculated on a rolling four-quarter basis, above 3.50 to 1.00. In addition, UGI may not exceed a ratio of consolidated net indebtedness to consolidated EBITDA, as defined and as calculated on a rolling four-quarter basis, of 4.50 to 1.00 (declining over time to 4.00 to 1.00).

Restricted Net Assets

At September 30, 2020, the amount of net assets of UGI’s consolidated subsidiaries that were restricted from transfer to UGI under debt agreements, subsidiary partnership agreements and regulatory requirements under foreign laws totaled approximately $2,200.