Note 8 — Debt

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 variable-rate term loan facility. Borrowings under the Flaga Credit Facility Agreement’s €45.8 term loan facility were used to refinance its €19.1 term loan due October 2016 and its €26.7 term loan due August 2016. 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 amount 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 is scheduled to expire in October 2020.

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 within the Flaga Credit Facility Agreement. Flaga has entered into pay-fixed, receive-variable interest rate swaps that generally fix the underlying euribor rate on the term loan borrowings at 2.18% through September 2016 and 0.23% from October 2016 through October 2020. 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 Condensed Consolidated Statement of Cash Flows.

Energy Services

In February 2016, Energy Services 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. 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) the Adjusted LIBOR plus 1%. The margin on such borrowings is currently 2.25%. The Energy Services Credit Agreement requires that Energy Services 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. The Energy Services Credit Agreement is scheduled to expire in March 2021.

UGI Utilities

In April 2016, UGI Utilities entered into a Note Purchase Agreement (the “2016 Note Purchase Agreement”) which provides for the private placement of (1) $100 aggregate principal amount of 2.95% Senior Notes due June 30, 2026; (2) $200 aggregate principal amount of 4.12% Senior Notes due September 30, 2046; and (3) $100 aggregate principal amount of 4.12% Senior Notes due October 31, 2046 (collectively, the “Utilities Senior Notes”). On June 30 2016, UGI Utilities issued $100 aggregate principal amount of 2.95% Senior Notes pursuant to the 2016 Note Purchase Agreement. The net proceeds from the issuance of the 2.95% Senior Notes were used to repay short-term borrowings under UGI Utilities’ Credit Agreement in early July 2016. The 4.12% Senior Notes due September 30, 2046 and the 4.12% Senior Notes due October 31, 2046 are expected to be issued in September 2016 and October 2016, respectively. The Utilities Senior Notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. UGI Utilities expects to use the net proceeds from the issuance of the 4.12% Senior Notes to repay UGI Utilities’ currently outstanding $175 principal amount of 5.75% Senior Notes due September 30, 2016 and for general corporate purposes. Because UGI Utilities has the intent and ability to refinance the 5.75% Senior Notes on a long-term basis, the 5.75% Senior Notes have been classified as long-term debt on the June 30, 2016, Condensed Consolidated Balance Sheet. The 2016 Note Purchase Agreement contains 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.

AmeriGas Propane

On June 27, 2016, AmeriGas Partners issued $675 principal amount of 5.625% Senior Notes due May 2024 (the “5.625% Senior Notes”) and $675 principal amount of 5.875% Senior Notes due August 2026 (the “5.875% Senior Notes”) (collectively, the “AmeriGas Senior Notes”). The AmeriGas Senior Notes rank equally with AmeriGas Partners’ existing outstanding senior notes.

On June 20, 2016, AmeriGas Partners announced cash tender offers to purchase all of AmeriGas Partners’ 6.50% Senior Notes, 6.75% Senior Notes and 6.25% Senior Notes (collectively, the “Tendered Notes”). A portion of the proceeds from the issuance of the previously mentioned AmeriGas Senior Notes, net of underwriters’ discounts and offering expenses, were used on June 27, 2016, to redeem Tendered Notes having an aggregate principal amount of $917.1, plus tender premiums and accrued and unpaid interest. The remaining net proceeds from the issuance of the AmeriGas Senior Notes were used in July, and will be used in August 2016, to redeem the senior notes not repaid on June 27, 2016 (as further described below) and for general corporate purposes.

The aggregate principal amounts of the Tendered Notes subject to the tender offers, the associated amounts repaid on June 27, 2016, and the remaining amounts outstanding as of June 30, 2016, are as follows:



Notes	Aggregate Principal Amounts		Amounts Repaid on June 27, 2016		Remaining Amounts Outstanding at June 30, 2016
6.50% Senior Notes due May 2021	$	270.0	$	203.5	$	66.5
6.75% Senior Notes due May 2020	550.0		406.9		143.1
6.25% Senior Notes due August 2019	450.0		306.7		143.3
Total	$	1,270.0	$	917.1	$	352.9

In June 2016, the Partnership recognized a loss of $37.1 associated with the senior notes repaid on June 27, 2016, pursuant to the tender offers, primarily comprising $29.7 of tender premiums and the write-off of $6.7 of debt issuance costs. The loss is reflected in “Loss on extinguishments of debt” on the Condensed Consolidated Statements of Income.

On June 27, 2016, AmeriGas Partners issued a notice of cash redemption for the remaining 6.50% Senior Notes, 6.75% Senior Notes, and 6.25% Senior Notes not previously tendered, plus call premiums and accrued and unpaid interest. The redemption date for the 6.75% Senior Notes and the 6.50% Senior Notes was July 27, 2016, and the redemption date for the 6.25% Senior Notes is August 22, 2016. These senior notes have been included in “Current maturities of long-term debt” on the June 30, 2016, Condensed Consolidated Balance Sheet. The Partnership expects to recognize a loss on extinguishment of debt of approximately $12 during the fourth quarter of Fiscal 2016 associated with these redemptions.

UGI France

In May 2015, in connection with entering into a new senior facilities agreement, Antargaz prepaid its term loan outstanding under its existing senior facilities agreement and concurrently settled associated pay-fixed, receive-variable interest rate swaps. As a result of this transaction, Antargaz 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 Condensed Consolidated Statements of Income for the three and nine months ended June 30, 2015. For further information on this transaction, see Note 6 in the Company’s 2015 Annual Report.