Acquisitions

AmeriGas Partners Acquisition of Heritage Propane

On January 12, 2012 (the “Acquisition Date”), AmeriGas Partners completed the acquisition of Heritage Propane from ETP (“Heritage Acquisition”). Total consideration paid for the Heritage Acquisition totaled $2,604.8, comprising $1,472.2 in cash and 29,567,362 AmeriGas Partners Common Units with a fair value of $1,132.6. In order to finance the cash portion of the Heritage Acquisition, AmeriGas Finance Corp. and AmeriGas Finance LLC, wholly owned finance subsidiaries of AmeriGas Partners, issued Senior Notes (see Note 6).

The Heritage Acquisition was consummated pursuant to a Contribution and Redemption Agreement dated October 15, 2011, as amended (the “Contribution Agreement”), by and among AmeriGas Partners, ETP, Energy Transfer Partners GP, L.P., the general partner of ETP, and Heritage ETC, L.P. (the “Contributor”). The acquired business conducted its propane operations in 41 states. According to LP-Gas Magazine rankings published on February 1, 2012, Heritage Propane was the third largest retail propane distributor in the United States, delivering over 500 million gallons to more than one million retail propane customers in 2011. The Heritage Acquisition was consistent with our growth strategies, one of which is to grow the Partnership’s core business through acquisitions.

Pursuant to the Contribution Agreement, the Contributor contributed to AmeriGas Partners a 99.999% limited partner interest in HOLP; a 100% membership interest in Heritage Operating GP, LLC, a Delaware limited liability company and holder of a 0.001% general partner interest in HOLP; a 99.99% limited partner interest in Titan Energy Partners, L.P., a Delaware limited partnership and the sole member of Titan LLC; and a 100% membership interest in Titan Energy GP, L.L.C., a Delaware limited liability company and holder of a 0.01% general partner interest in Titan Energy Partners, L.P. As a result of the Heritage Acquisition, the General Partner, in order to maintain its general partner interests in AmeriGas Partners and AmeriGas OLP, contributed 934,327 Common Units to the Partnership having a fair value of $41.7. These Common Units were subsequently cancelled.

The final allocation of the purchase price to the assets acquired and liabilities assumed for the Heritage Acquisition is as follows:



Assets acquired:
Current assets	$	301.4
Property, plant & equipment	890.2
Customer relationships (estimated useful life of 15 years)	418.9
Trademarks and tradenames (a)	91.1
Goodwill (a) (b)	1,217.7
Other assets	9.9
Total assets acquired	$	2,929.2
Liabilities assumed:
Current liabilities	$	(238.1	)
Long-term debt	(62.9		)
Other noncurrent liabilities	(23.4		)
Total liabilities assumed	$	(324.4	)
Total	$	2,604.8


(a)	During Fiscal 2013, the Partnership made correcting adjustments to trademarks and tradenames and goodwill which are not reflected in the table above (see Note 12).


(b)	Goodwill associated with the Heritage Acquisition principally results from synergies expected from combining the operations and from assembled workforce. The tax effects of such goodwill will be realized over a 15-year period.

Transaction expenses associated with the Heritage Acquisition, which are included in operating and administrative expenses in the Consolidated Statements of Income, totaled $5.3 for Fiscal 2012. The results of operations of Heritage Propane are included in the Consolidated Statements of Income since the acquisition. As a result of combining the Heritage Propane operations with the Partnership’s legacy operations, it is impracticable to determine the impact of the Heritage Propane operations on the revenues and earnings of the Company.

The following presents unaudited Fiscal 2012 pro forma income statement and earnings per share data as if the Heritage Acquisition had occurred at the beginning of the period:



	2012
Revenues	$	7,013.0
Net income attributable to UGI Corporation	$	208.4
Earnings per common share attributable to UGI Corporation stockholders:
Basic	$	1.23
Diluted	$	1.22

The unaudited pro forma results of operations reflect Heritage Propane’s historical operating results after giving effect to adjustments directly attributable to the transaction that are expected to have a continuing effect. The unaudited pro forma consolidated results of operations are not necessarily indicative of the results that would have occurred had the Heritage Acquisition occurred on the date indicated nor are they necessarily indicative of future operating results.

Other Acquisitions

During Fiscal 2014, Energy Services acquired a retail natural gas marketing business located principally in western Pennsylvania from EQT Energy, LLC, an affiliate of EQT Corporation, for cash consideration of $20 and AmeriGas OLP acquired several retail propane distribution businesses for $15.7 in cash.

During Fiscal 2013, Flaga acquired BP’s LPG distribution business in Poland for total cash consideration of approximately $36 which Flaga financed with cash proceeds from the issuance of long-term debt (see Note 6); AmeriGas OLP acquired two domestic retail propane distribution businesses for total cash consideration of $20; and Energy Services acquired a non-operating working interest in natural gas acreage in the Marcellus Shale region of Pennsylvania for approximately $23 in cash.

During Fiscal 2012, AmeriGas OLP acquired several retail propane distribution businesses for $13.5 in cash.