Note 5 — Debt

Long-term debt comprises the following at September 30:



	2016			2015
AmeriGas Propane:
AmeriGas Partners Senior Notes:
5.875% due August 2026	$	675.0		$	—
5.625% due May 2024	675.0			—
7.00%, due May 2022	980.8			980.8
6.75%, due May 2020	—			550.0
6.50%, due May 2021	—			270.0
6.25%, due August 2019	—			450.0
HOLP Senior Secured Notes, including unamortized premium of $0.7 and $2.5, respectively	15.2			21.0
Other	14.2			11.7
Unamortized debt issuance costs (a)	(26.6		)	(21.6		)
Total AmeriGas Propane	2,333.6			2,261.9
UGI International:
France SAS Senior Facilities term loan, due through April 2020	674.4			670.7
Flaga variable rate term loan, due October 2020	51.4			—
Flaga variable rate term loan, due September 2018	59.1			59.1
Flaga variable rate term loan, due through August 2016	—			29.8
Flaga variable rate term loan, due October 2016	—			21.4
Other	1.4			1.8
Unamortized debt issuance costs (a)	(6.7		)	(8.6		)
Total UGI International	779.6			774.2
UGI Utilities:
Senior Notes:
4.12%, due September 2046	200.0			—
5.75%, due September 2016	—			175.0
4.98%, due March 2044	175.0			175.0
2.95%, due June 2026	100.0			—
6.21%, due September 2036	100.0			100.0
Medium-Term Notes:
7.37%, due October 2015	—			22.0
5.64%, due December 2015	—			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
Unamortized debt issuance costs (a)	(3.5		)	(2.2		)
Total UGI Utilities	671.5			619.8
Other	10.8			11.5
Total long-term debt	3,795.5			3,667.4
Less: current maturities	(29.5		)	(257.9		)
Total long-term debt due after one year	$	3,766.0		$	3,409.5


(a)	Prior-year amounts reflect the retrospective impact from the adoption of new accounting guidance regarding the classification of debt issuance costs (see Note 2 and Note 3).

Scheduled principal repayments of long-term debt due in fiscal years 2017 to 2021 follows:



	2017		2018		2019		2020		2021
AmeriGas Propane	$	8.5	$	6.8	$	6.4	$	5.7	$	1.6
UGI Utilities	20.0		40.0		—		—		—
UGI International	0.3		127.3		67.6		539.6		51.5
Other	0.7		0.8		0.8		0.9		0.9
Total	$	29.5	$	174.9	$	74.8	$	546.2	$	54.0

Short-term borrowings comprise the following at September 30:



	2016		2015
Credit Agreements:
AmeriGas Propane	$	153.2	$	68.1
UGI International	0.5		0.6
UGI Utilities	112.5		71.7
Midstream & Marketing	—		30.0
Energy Services Receivables Facility	25.5		19.5
Total short-term borrowings	$	291.7	$	189.9

AmeriGas Propane

The AmeriGas Propane Credit Agreement provides for borrowings up to $525 (including a $125 sublimit for letters of credit) and 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 one-week, or one-, two-, three-, or six-month Eurodollar Rate, as defined in the AmeriGas Propane Credit Agreement, plus a margin. Under the AmeriGas Propane Credit Agreement, the applicable margin on base rate borrowings ranges from 0.50% to 1.50%; the applicable margin on Eurodollar Rate borrowings ranges from 1.50% to 2.50%; and the facility fee ranges from 0.30% to 0.45%. The aforementioned margins and facility fees are dependent upon AmeriGas Partners’ ratio of debt to earnings before interest expense, income taxes, depreciation and amortization (each as defined in the AmeriGas Propane Credit Agreement). The AmeriGas Propane Credit Agreement expires in June 2019. The weighted-average interest rates on AmeriGas OLP borrowings under the AmeriGas Propane Credit Agreement at September 30, 2016 and 2015, were 2.79% and 2.20%, respectively. At September 30, 2016 and 2015, issued and outstanding letters of credit, which reduce available borrowings under this credit agreement, totaled $67.2 and $64.7, respectively.

In June 2016, AmeriGas Partners issued in an underwritten offering $675 principal amount of 5.625% Senior Notes due May 2024 and $675 principal amount of 5.875% Senior Notes due August 2026 (collectively, the “AmeriGas 2016 Senior Notes”). The AmeriGas 2016 Senior Notes rank equally with AmeriGas Partners’ existing outstanding senior notes. The net proceeds from the issuance of the AmeriGas 2016 Senior Notes were used (1) for the early repayment, pursuant to tender offers and notices of redemption, of all of AmeriGas Partners’ 6.50% Senior Notes, 6.75% Senior Notes and 6.25% Senior Notes, having an aggregate principal balance of $1,270.0 plus accrued and unpaid interest and early redemption premiums and (2) for general corporate purposes. During Fiscal 2016, the Partnership recognized a loss of $48.9 associated with the early repayment of these senior notes, primarily comprising $38.9 of early redemption premiums and the write-off of $9.3 of unamortized debt issuance costs. The loss is reflected in “Loss on extinguishments of debt” on the Consolidated Statements of Income.

The effective interest rate on the HOLP Notes is 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 Propane Credit Agreement restricts the incurrence of additional indebtedness and also restricts certain liens, guarantees, investments, loans and advances, payments, mergers, consolidations, asset transfers, transactions with affiliates, sales of assets, acquisitions and other transactions. The AmeriGas Propane 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.

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, 2016, these restrictions did not limit the amount of Available Cash. See Note 14 for the definition of Available Cash included in the Fourth Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P., as amended (“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

On April 30, 2015, France SAS entered into a new five-year Senior Facilities Agreement with a consortium of banks consisting of a €600 variable-rate term loan and a €60 revolving credit facility (“2015 Senior Facilities Agreement”) in anticipation of its then-pending acquisition of Totalgaz, which was consummated on May 29, 2015 (see Note 4). The 2015 Senior Facilities Agreement revolving credit facility can be used by each of France SAS’s wholly owned subsidiaries, Antargaz and Finagaz, for up to €30 each. Borrowings under the revolving credit facility bear interest at market rates (one-, two-, three-, or six-month euribor) plus a margin. The margin on credit facility borrowings ranges from 1.45% to 2.55% based upon France SAS’s ratio of consolidated total net debt to EBITDA, as defined in the 2015 Senior Facilities Agreement. The 2015 Senior Facilities Agreement expires in April 2020.

On May 29, 2015, France SAS borrowed €600 ($659.6) under the 2015 Senior Facilities Agreement. 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 Fiscal 2015 Consolidated Statement of Income.

Borrowings under the 2015 Senior Facilities Agreement €600 term loan 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 term loan borrowings (which ranges from 1.60% to 2.70%) are dependent upon the ratio of France SAS’ consolidated total net debt to EBITDA, each as defined in the 2015 Senior Facilities Agreement. At September 30, 2016, such margin was 1.90%. France SAS has entered into pay-fixed, receive-variable interest rate swaps through April 30, 2019, to fix the underlying euribor rate on term loan borrowings at 0.18%. At September 30, 2016 and 2015, the effective interest rate on the 2015 Senior Facilities Agreement term loan was approximately 2.10% and 2.70%, respectively.

Flaga

In October 2015, Flaga entered into a €100.8 Credit Facility Agreement (“Flaga Credit Facility Agreement”) with a bank. The Flaga Credit Facility Agreement includes a €25 multi-currency revolving credit facility, a €5 overdraft facility, a €25 guarantee facility and a €45.8 term loan facility. Concurrent with entering into the Flaga Credit Facility Agreement, Flaga terminated its then-existing €46 multi-currency working capital facility. The Flaga Credit Facility Agreement revolving credit facility borrowings bear interest at market rates (generally one, three or six-month euribor rates) plus margins. The margins on revolving facility borrowings, which range from 1.45% to 3.65%, are based upon the actual currency borrowed and certain consolidated equity, return on assets and debt to EBITDA ratios, as defined in the Flaga Credit Facility Agreement. Facility fees on the unused amount of the revolving credit facility are 30% of the lowest applicable margin. The Flaga Credit Facility Agreement terminates in October 2020.

In October 2015, borrowings under the Flaga Credit Facility Agreement’s €45.8 term loan were used to refinance a €19.1 ($21.4) term loan and a €26.7 ($29.8) term loan. The €45.8 ($51.4) term loan bears interest at three-month euribor rates, plus a margin and other fees. The margins and other fees on such borrowings range from 1.20% to 2.60% and are based upon certain consolidated equity, return on assets and debt to EBITDA ratios as defined, as well as fees defined by the local jurisdiction. The effective interest rate on this term loan at September 30, 2016, was 2.11%. At September 30, 2015, the effective interest rates on the €19.1 and €26.7 term loans were 3.40% and 4.21%, respectively. Flaga has entered into pay-fixed, receive-variable interest rate swaps that generally fix the underlying market rate at 0.23%, effective October 2016. Because the cash flows associated with the refinancing of the then-existing term loans were with the same bank, such cash flows have been reflected “net” on the Consolidated Statement of Cash Flows.

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. 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, 2016 and 2015, the effective interest rate on the $59.1 term loan was 0.87%.

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 3.50 to 1.00 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.

Borrowings under the Flaga Credit Facility Agreement are guaranteed by UGI. 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

The UGI Utilities Credit Agreement provides for borrowings up to $300 and includes a $100 sublimit for letters of credit. Under the UGI Utilities 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 1.75% and is based upon the credit ratings of certain indebtedness of UGI Utilities. The UGI Utilities Credit Agreement is scheduled to expire in March 2020. The weighted-average interest rates on UGI Utilities borrowings under the UGI Utilities Credit Agreement at September 30, 2016 and 2015, were 1.42% and 1.07%, respectively. At September 30, 2016 and 2015, issued and outstanding letters of credit, which reduce available borrowings under this credit agreement, totaled $2.0 and $2.0, respectively.

In April 2016, UGI Utilities entered into a Note Purchase Agreement (the “2016 Note Purchase Agreement”) with a consortium of lenders. Pursuant to the 2016 Note Purchase Agreement, UGI Utilities issued $100 aggregate principal amount of 2.95% Senior Notes due June 2026 and $200 aggregate principal amount of 4.12% Senior Notes due September 2046 in June 2016 and September 2016, respectively. In October 2016, UGI Utilities issued $100 aggregate principal amount of 4.12% Senior Notes due October 2046. The net proceeds of the issuance of these senior notes were used (1) to repay UGI Utilities’ maturing 5.75% Senior Notes, 7.37% Medium-term Notes and 5.64% Medium-term Notes; (2) to provide additional financing for UGI Utilities’ infrastructure replacement and betterment capital program and the information technology initiatives; and (3) for general corporate purposes. The UGI Utilities Senior Notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt.

Restrictive Covenants. The UGI Utilities 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. Certain of UGI Utilities’ Senior Notes include the usual and customary covenants for similar types of notes including, among others, maintenance of existence, payment of taxes when due, compliance with laws and maintenance of insurance. These 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.

Energy Services

In February 2016, Energy Services, LLC entered into a Second Amended and Restated Credit Agreement (the "Energy Services Credit Agreement"), as borrower, with a group of lenders providing for borrowings up to $240, including a $50 sublimit for letters of credit. The Energy Services Credit Agreement can be used for general corporate purposes of Energy Services, LLC and its subsidiaries. Energy Services, LLC 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 3.00 to 1.00. Borrowings under the Energy Services Credit Agreement bear interest at either (i) the Alternate Base Rate plus a margin or (ii) a rate derived from LIBOR (“Adjusted LIBOR”) plus a margin. The Alternate Base Rate (as defined in the Energy Services Credit Agreement) is the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) Adjusted LIBOR plus 1.00%. The margin on such borrowings is currently 2.25%. There were no borrowings outstanding under the Energy Services Credit Agreement at September 30, 2016. The weighted-average interest rate on borrowings outstanding under Energy Services, LLC’s prior credit agreement at September 30, 2015 was 2.75%. The Energy Services Credit Agreement is guaranteed by certain subsidiaries of Energy Services, LLC.

Restrictive Covenants. The Energy Services Credit Agreement requires that Energy Services, LLC and subsidiaries not exceed a ratio of total indebtedness to EBITDA, as defined, of 3.50 to 1.00, and maintain a minimum ratio of EBITDA to interest expense, as defined, of 3.50 to 1.00.

Accounts Receivable Securitization Facility. Energy Services, LLC has a receivables purchase facility (“Receivables Facility”) with an issuer of receivables-backed commercial paper currently scheduled to expire in October 2017. The Receivables Facility, as amended, provides Energy Services, LLC 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, LLC 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, LLC transfers, on an ongoing basis and without recourse, its trade accounts receivable to its wholly owned, special purpose subsidiary, Energy Services Funding Corporation (“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, LLC 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. Losses on sales of receivables to the bank during Fiscal 2016, Fiscal 2015 and Fiscal 2014, which amounts are included in interest expense on the Consolidated Statements of Income, were not material.

Information regarding the amounts of trade receivables transferred to ESFC and the amounts sold to the bank during Fiscal 2016, Fiscal 2015 and Fiscal 2014, as well as the balance of ESFC trade receivables at September 30, 2016, 2015 and 2014 follows:



	2016		2015		2014
Trade receivables transferred to ESFC during the year	$	756.4	$	1,037.8	$	1,260.6
ESFC trade receivables sold to the bank during the year	204.0		306.5		354.0
ESFC trade receivables - end of year (a)	35.7		44.1		46.4


(a)	The amounts of ESFC trade receivables sold to the bank are reflected as short-term borrowings on the Consolidated Balance Sheets.

Restricted Net Assets

At September 30, 2016, 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.