Debt

12 Months Ended

Sep. 30, 2011

Note 5 — Debt

Long-term debt comprises the following at September 30:


	2011			2010
AmeriGas Propane:
AmeriGas Partners Senior Notes:
6.50%, due May 2021	$	470.0		$	—
6.25%, due August 2019		450.0			—
8.875%, due May 2011		—			14.7
7.25%, due May 2015		—			415.0
7.125%, due May 2016		—			350.0
Other		13.5			11.7

Total AmeriGas Propane		933.5			791.4

International Propane:
Antargaz 2011 Senior Facilities term loan, due through March 2016		508.7			—
Antargaz Senior Facilities term loan, due March 2011		—			518.1
Flaga term loan, due through September 2016		53.5			—
Flaga term loan, due through September 2011		—			32.7
Flaga term loan, due through June 2014		5.6			7.6
Other		3.5			2.7

Total International Propane		571.3			561.1

UGI Utilities:
Senior Notes:
6.375%, due September 2013		108.0			108.0
5.75%, due September 2016		175.0			175.0
6.21%, due September 2036		100.0			100.0
Medium- Term Notes:
5.53%, due September 2012		40.0			40.0
5.37%, due August 2013		25.0			25.0
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		640.0			640.0


Other		12.9			13.3


Total long-term debt		2,157.7			2,005.8

Less: current maturities		(47.4	)		(573.6	)

Total long-term debt due after one year	$	2,110.3		$	1,432.2

Scheduled principal repayments of long-term debt due in fiscal years 2012 to 2016 follow:


	2012		2013		2014		2015		2016
AmeriGas Propane	$	4.8	$	3.1	$	2.4	$	2.0	$	1.1
UGI Utilities		40.0		133.0		—		20.0		247.0
International Propane		2.1		3.2		53.7		46.5		465.9
Other		0.5		0.6		0.5		0.5		0.6

Total	$	47.4	$	139.9	$	56.6	$	69.0	$	714.6

AmeriGas Propane

In January 2011, AmeriGas Partners issued $470 principal amount of 6.50% Senior Notes due May 2021 (the “6.50% Senior Notes”). The proceeds from the issuance of the 6.50% Senior Notes were used in February 2011 to repay AmeriGas Partners’ $415 principal amount of its 7.25% Senior Notes due May 2015 pursuant to a tender offer and subsequent redemption. In addition, in February 2011, AmeriGas Partners redeemed the outstanding $14.6 principal amount of its 8.875% Senior Notes due May 2011. The Partnership incurred a loss of $18.8 on these extinguishments of debt which amount is reflected on the Fiscal 2011 Consolidated Statement of Income under the caption “Loss on extinguishments of debt.” The loss reduced net income attributable to UGI Corporation by $5.2 during Fiscal 2011.

In August 2011, AmeriGas Partners issued $450 principal amount of 6.25% Senior Notes due August 2019 (the “6.25% Senior Notes”). The proceeds from the issuance of the 6.25% Senior Notes were used to repay AmeriGas Partners’ $350 principal amount of its 7.125% Senior Notes due May 2016 pursuant to a tender offer and subsequent redemption. The Partnership incurred a loss of $19.3 on this extinguishment of debt which amount is also reflected on the Fiscal 2011 Consolidated Statement of Income under the caption “Loss on extinguishments of debt.” This loss reduced net income attributable to UGI Corporation by $5.2 during Fiscal 2011.

The 6.50% and 6.25% Senior Notes generally may be redeemed at our option (pursuant to a tender offer). A redemption premium applies through May 2019 (with respect to the 6.50% Notes) and through August 2017 (with respect to the 6.25% Notes). In addition, in the event that AmeriGas Partners completes a registered public offering of Common Units, the Partnership may, at its option, redeem up to 35% of the outstanding 6.50% Notes (through May 2014) or 35% of the outstanding 6.25% Notes (through August 2014), each at a premium. AmeriGas Partners may, under certain circumstances involving excess sales proceeds from the disposition of assets not reinvested in the business or a change of control, be required to offer to prepay its 6.50% and 6.25% Senior Notes.

In June 2011, AmeriGas OLP entered into an unsecured revolving credit agreement (the “AmeriGas 2011 Credit Agreement”) with a group of banks providing for borrowings up to $325 (including a $100 sublimit for letters of credit). Concurrently with entering into the AmeriGas 2011 Credit Agreement, AmeriGas OLP terminated its then-existing $200 revolving credit agreement dated as of November 6, 2006 and its $75 credit agreement dated as of April 17, 2009 (the “2009 AmeriGas Supplemental Credit Agreement”). The AmeriGas 2011 Credit Agreement permits AmeriGas OLP to borrow at prevailing interest rates, including the base rate, defined as the higher of the Federal Funds rate plus 0.50% or the agent bank’s prime rate, or at a two-week, one-, two-, three-, or six-month Eurodollar Rate, as defined in the AmeriGas 2011 Credit Agreement, plus a margin. The margin on base rate borrowings (which ranges from 0.75% to 1.75%), Eurodollar Rate borrowings (which ranges from 1.75% to 2.75%), and the AmeriGas 2011 Credit Agreement facility fee rate (which ranges from 0.30% to 0.50%) are dependent upon AmeriGas Partners’ ratio of debt to earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”), each as defined in the AmeriGas 2011 Credit Agreement.

At September 30, 2011 and 2010, there were $95.5 and $91 of borrowings outstanding under the AmeriGas 2011 Credit Agreement and predecessor credit agreements, respectively, which amounts are reflected as bank loans on the Consolidated Balance Sheets. The weighted-average interest rates on 2011 AmeriGas Credit Agreement and predecessor credit agreements borrowings at September 30, 2011 and 2010 were 2.29% and 1.31%, respectively. Issued and outstanding letters of credit, which reduce available borrowings under the 2011 AmeriGas Credit Agreement and predecessor credit agreements, totaled $35.7 at September 30, 2011 and 2010.

Restrictive Covenants. The 6.50% and 6.25% Senior Notes of AmeriGas Partners 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 6.50% and 6.25% Senior Note 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, 2011, these restrictions did not limit the amount of Available Cash. See Note 14 for definition of Available Cash included in the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. (“Partnership Agreement”).

The AmeriGas 2011 Credit Agreement restricts the incurrence of additional indebtedness and also restrict certain liens, guarantees, investments, loans and advances, payments, mergers, consolidations, asset transfers, transactions with affiliates, sales of assets, acquisitions and other transactions. The AmeriGas 2011 Credit Agreement requires that The Partnership and AmeriGas OLP 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, as calculated on a rolling four-quarter basis. Generally, as long as no default exists or would result, the Partnership and AmeriGas OLP are 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.

International Propane

In March 2011, Antargaz entered into a new five-year Senior Facilities Agreement with a consortium of banks (“2011 Senior Facilities Agreement”) consisting of a €380 variable-rate term loan and a €40 revolving credit facility. The proceeds from the new term loan were used to repay Antargaz’ then-existing Senior Facilities Agreement term loan due March 2011.

Scheduled maturities under the term loan are €38 due May 2014, €34.2 due May 2015, and €307.8 due March 2016. Borrowings under the 2011 Senior Facilities Agreement bear interest at one-, two-, three- or six-month euribor, plus a margin, as defined by the 2011 Senior Facilities Agreement. There were no amounts outstanding under the 2011 Senior Facilities Agreement revolving credit facility at September 30, 2011. The margin on the term loan and revolving credit facility borrowings (which ranges from 1.75% to 2.50%) is dependent upon the ratio of Antargaz’ total net debt to EBITDA, each as defined in the 2011 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, 2011, the effective interest rate on Antargaz’ term loan was 4.66%. The 2011 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 minimize the interest margin on its Senior Facilities Agreement borrowings, in September 2010 Antargaz borrowed €50 ($68.2), the total amount available under its revolving credit facility, which amount remained outstanding at September 30, 2010. This amount was repaid in October 2010.

In September 2011, Flaga entered into a €40 euro-based variable-rate term loan of which €26.7 matures in August 2016 and €13.3 matures in September 2016. This term loan bears interest at one- to twelve-month euribor rates (as chosen by Flaga from time to time) plus a margin. The margin on such borrowings ranges from 1.58% to 3.93% and is based upon certain consolidated equity, return on assets and debt to EBITDA ratios. Flaga has effectively fixed the euribor component of its interest rate on this term loan through September 2016 at 2.68% by entering into interest rate swap agreements. The effective interest rates on this term loan at September 30, 2011 was 4.76%. At September 30, 2010, Flaga had a €24.0 euro-based variable-rate term loan which matured during Fiscal 2011. Flaga had effectively fixed the euribor component of its interest rate on this term loan through September 2011 at 3.91% by entering into an interest rate swap agreement. The effective interest rate on this term loan at September 30, 2010 was 4.21%.

Flaga also has a euro-based variable-rate term loan which had outstanding principal balances of €4.2 ($5.6) and €5.6 ($7.6) as of September 30, 2011 and 2010, respectively. This term loan matures in June 2014 and bears interest at three-month euribor rates plus a margin. The margin on such borrowings ranges from 2.625% to 3.50% and is based upon certain equity, return on assets and debt to EBITDA ratios as determined on a UGI consolidated basis. Semi-annual principal payments of €0.7 are due on December 31 and June 30 each year through June 2014. Flaga has effectively fixed the euribor component of the interest rate on this term loan at 2.16% by entering into an interest rate swap agreement. The effective interest rates on this term loan at September 30, 2011 and 2010 were 5.04% and 5.03%, respectively.

During Fiscal 2011, in order to increase Flaga’s borrowing capacity, Flaga entered into several agreements to increase or extend maturities of its working capital facilities.

At September 30, 2011, Flaga GmbH has three working capital facilities comprising (1) a €46 multi-currency working capital facility which includes an uncommitted €6 overdraft facility (the “2011 Multi-currency Working Capital Facility”) and (2) two euro-denominated working capital facilities that provide for borrowings and issuances of guarantees totaling €12 million (the “Euro Working Capital Facilities”). The 2011 Multi-currency Working Capital Facility replaced two previously existing multi-currency working capital facilities which expired in September 2011 (the “Predecessor Multi-currency Facilities”). The 2011 Multi-currency Working Capital Facility expires in September 2014 and the Euro Working Capital Facilities expire in March 2012. At September 30, 2011 and 2010, there was €4.3 ($5.7) and €9.8 ($13.4) of borrowings outstanding under the 2011 Multi-currency Working Capital Facility and the Predecessor Multi-currency Facilities, respectively, and €8.0 ($10.7) and €7.9 ($10.8) of borrowings outstanding under the Euro Working Capital Facilities, respectively. These amounts are reflected as bank loans on the Consolidated Balance Sheets.

Borrowings under the 2011 Multi-currency Working Capital Facility and Euro Working Capital Facilities generally bear interest at market rates (a daily euro-based rate or three-month euribor rates) plus a margin. The weighted-average interest rate on the 2011 Multi-currency Working Capital Facility and Euro Working Capital Facilities borrowings at September 30, 2011 was 3.39%. The weighted-average interest rate on the predecessor multi-currency facilities and the Euro Facilities at September 30, 2010 was 2.91%. Issued and outstanding letters of credit, which reduce available borrowings under these facilities, totaled €12.1 ($16.2) and €5.4 ($7.4) at September 30, 2011 and 2010, respectively.

Restrictive Covenants and Guarantees. The 2011 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 under the 2011 Senior Facilities Agreement.

The Flaga term loans, working capital facilities and interest rate 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

On May 25, 2011, UGI Utilities entered into an unsecured, revolving credit agreement (the “UGI Utilities 2011 Credit Agreement”) with a group of banks providing for borrowings up to $300 (including a $100 sublimit for letters of credit) which expires in May 2012 but may be extended to October 2015 if UGI Utilities satisfies certain requirements relating to approval by the PUC. Concurrently with entering into the UGI Utilities 2011 Credit Agreement, UGI Utilities terminated its then-existing $350 revolving credit agreement dated as of August 11, 2006. Under the UGI Utilities 2011 Credit Agreement, UGI Utilities may borrow at various prevailing market interest rates, including LIBOR and the banks’ prime rate, plus a margin. The margin on such borrowings ranges from 0.0% to 2.0% and is based upon the credit ratings of certain indebtedness of UGI Utilities. UGI Utilities has no borrowings outstanding under the UGI Utilities 2011 Credit Agreement at September 30, 2011. UGI Utilities had borrowings outstanding under its credit agreements, which we classify as bank loans, totaling $17 at September 30, 2010. The weighted-average interest rates on UGI Utilities’ revolving credit agreements borrowings at September 30, 2010 was 3.25%. Issued and outstanding letters of credit, which reduce available borrowings under the UGI Utilities 2011 Credit Agreement, totaled $2.0 at September 30, 2011.

Restrictive Covenants. UGI Utilities 2011 Credit Agreement requires UGI Utilities not to exceed a ratio of Consolidated Debt to Consolidated Total Capital, as defined, of 0.65 to 1.00.

Energy Services

Energy Services has an unsecured credit agreement (“Energy Services Credit Agreement”) with a group of lenders providing for borrowings up to $170 (including a $50 sublimit for letters of credit) which expires in August 2013. The Energy Services Credit Agreement can be used for general corporate purposes of Energy Services and its subsidiaries. In addition, Energy Services may not pay a dividend unless, after giving effect to such dividend payment, the ratio of Consolidated Total Indebtedness to EBITDA, each as defined in the Energy Services Credit Agreement, does not exceed 2.00 to 1.00. There were $10 of borrowings outstanding under the Energy Services Credit Agreement at September 30, 2011. There were no borrowings outstanding under the Energy Services Credit Agreement at September 30, 2010.

Borrowings under the Energy Services Credit Agreement bear interest at either (i) a rate derived from LIBOR (the “LIBO Rate”) plus 3.0% for each Eurodollar Revolving Loan (as defined in the Energy Services Credit Agreement) or (ii) the Alternate Base Rate plus 2.0%. The Alternate Base Rate (as defined in the Energy Services Credit Agreement) is generally the greater of (a) the Agent Bank’s prime rate, (b) the federal funds rate plus 0.50% and (c) the one-month LIBO Rate plus 1.0%. The Energy Services Credit Agreement is guaranteed by certain subsidiaries of Energy Services.

Restrictive Covenants. The Energy Services Credit Agreement restricts the ability of Energy Services to dispose of assets, effect certain consolidations or mergers, incur indebtedness and guaranty obligations, create liens, make acquisitions or investments, make certain dividend or other distributions and make any material changes to the nature of its businesses. In addition, the Energy Services Credit Agreement requires Energy Services to not exceed a ratio of Consolidated Total Indebtedness, as defined, to Consolidated EBITDA, as defined; a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined; a maximum ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization, as defined, at any time when Consolidated Total Indebtedness is greater than $250; and a minimum Consolidated Net Worth, as defined, of $150.

Energy Services also has a $200 receivables securitization facility (see Note 18).

Restricted Net Assets

At September 30, 2011, 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.