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Debt
12 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Debt
Note 6 — Debt
Significant Financing Activities during Fiscal 2021

Mountaineer. As further described in Note 5, UGI acquired Mountaineer on September 1, 2021. Mountaineer has a credit facility agreement which provides for borrowings up to $100, with an option to increase the maximum borrowing capacity to $200. The credit facility agreement is scheduled to expire in November 2024, with the option to extend the maturity for two additional one-year periods. Borrowings under this credit facility agreement bear interest at (1) a prime rate plus a margin or (2) an adjusted LIBOR plus a margin. Such margin is dependent upon Mountaineer’s unsecured debt rating.

Mountaineer also has several unsecured senior notes and principal amounts which are due in full at maturity. Interest is payable on a semiannual basis in June and December for each of these senior notes. See “Long-term Debt” below for further information on these senior notes.

UGI Utilities, Inc.. On May 7, 2021, UGI Utilities, Inc. entered into a Note Purchase Agreement with a consortium of lenders. Pursuant to the Note Purchase Agreement, UGI Utilities, Inc. issued $100 aggregate principal amount of 1.59% Senior Notes due June 15, 2026 and $75 aggregate principal amount of 1.64% Senior Notes due September 15, 2026 in June and September 2021, respectively. These senior notes are unsecured and will rank equally with UGI Utilities Inc.’s existing outstanding senior debt. The net proceeds from these issuances were used to reduce short-term borrowings and for general corporate purposes.

UGI Corporation. On May 4, 2021, UGI amended the existing UGI Corporation Senior Credit Facility. The 2021 UGI Corporation Senior Credit Facility (1) extends the maturity date of the previous three-year $300 term loan included in the existing UGI Corporation Senior Credit Facility, which is now due in May 2025; and (2) includes a new four-year term loan commitment, which, effective June 9, 2021, was reduced from $300 to $215, pursuant to the terms of the 2021 UGI Corporation Senior Credit Facility. Proceeds from new term loan borrowings under the 2021 UGI Corporation Senior Credit Facility were used to finance a portion of the Mountaineer Acquisition and for general corporate purposes.
Borrowings on the new term loan under the 2021 UGI Corporation Senior Credit Facility bear interest subject to our election, at either (1) the associated prime rate plus a margin or (2) an adjusted LIBOR (or an alternate benchmark rate upon a transition away from LIBOR) plus a margin and are due in their entirety at the maturity date. The applicable margin on the new borrowings, which is dependent upon a ratio of consolidated net indebtedness to consolidated EBITDA, as defined, or UGI’s credit ratings, ranges from 0.125% to 1.50% if the prime rate option is elected and 1.125% to 2.50% if the LIBOR option is elected.
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, 2021 and 2020, 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 2021 UGI Corporation Senior Credit Facility and its predecessor agreement) are classified as “Short-term borrowings” on the Consolidated Balance Sheets.
Expiration DateTotal CapacityBorrowings OutstandingLetters of Credit and Guarantees OutstandingAvailable Borrowing CapacityWeighted Average Interest Rate - End of Year
September 30, 2021
AmeriGas OLP (a)December 2022$600 $170 $60 $370 2.58 %
UGI International, LLC (b)October 2023300 — — 300 N.A.
Energy Services (c)March 2025$260 $— $— $260 N.A.
UGI Utilities, Inc. (d)June 2024$350 $130 $— $220 1.35 %
Mountaineer (e)November 2024$100 $67 $— $33 N.M.
UGI Corporation (f)August 2024$300 $185 $— $115 3.27 %
September 30, 2020
AmeriGas OLP (a)December 2022$600 $186 $62 $352 2.61 %
UGI International, LLC (b)October 2023300 — — 300 N.A.
Energy Services (c)March 2025$260 $— $— $260 N.A.
UGI Utilities, Inc. (d)June 2024$350 $141 $— $209 1.12 %
UGI Corporation (f)August 2024$300 $300 $— $— 2.41 %
(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.
(c)The Energy Services 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, Inc. Credit Agreement includes a $100 sublimit for letters of credit.
(e)The Mountaineer Credit Agreement includes a $20 sublimit for letters of credit.
(f)At September 30, 2021 and 2020, management intended to maintain a substantial portion of amounts outstanding under the 2021 UGI Corporation Senior Credit Facility and its predecessor agreement 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 2021 and 2020, the Company repaid $70 and $30, respectively, of such borrowings and classified these repayments as “Current maturities of long-term debt” on the Consolidated Balance Sheet. The 2021 UGI Corporation Senior Credit Facility includes a $10 sublimit for letters of credit.
N.A. - Not applicable
N.M. - Not meaningful

Energy Services Receivables Facility. Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper currently scheduled to expire in October 2022. 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:
202120202019
Trade receivables transferred to ESFC during the year$1,353 $1,046 $1,373 
ESFC trade receivables sold to the bank during the year$308 $182 $179 
ESFC trade receivables - end of year (a)$61 $50 $55 
(a)At September 30, 2021 there were no ESFC trade receivables sold to the bank. At September 30, 2020, the amounts of ESFC trade receivables sold to the bank was $19, and is reflected as “Short-term borrowings” on the Consolidated Balance Sheets.
Long-term Debt

Long-term debt comprises the following at September 30:
20212020
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
Unamortized debt issuance costs(16)(20)
Total AmeriGas Propane2,560 2,560 
UGI International:  
3.25% Senior Notes due November 2025
405 410 
UGI International, LLC variable-rate term loan due October 2023 (a)347 352 
Other23 23 
Unamortized debt issuance costs(5)(7)
Total UGI International770 778 
Midstream & Marketing:
Energy Services variable-rate term loan due through August 2026 (b)684 691 
Other 42 41 
Unamortized discount and debt issuance costs(10)(12)
Total Energy Services716 720 
UGI Utilities:  
Senior Notes:
4.12%, due September 2046
200 200 
4.98%, due March 2044
175 175 
3.12% due April 2050
150 150 
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 
1.59% due June 2026
100 — 
1.64% due September 2026
75 — 
Medium-Term Notes:
6.13%, due October 2034
20 20 
6.50%, due August 2033
20 20 
Mountaineer senior notes (c)164 — 
Variable-rate term loan due through October 2022 (d)102 108 
Other
Unamortized debt issuance costs(6)(5)
Total UGI Utilities1,451 1,121 
UGI Corporation:
UGI Corporation revolving credit facility maturing August 2024 (e)185 300 
UGI Corporation variable-rate term loan due May 2025 (f)300 300 
UGI Corporation variable-rate term loan due through August 2024 (g)250 250 
UGI Corporation variable-rate term loan due May 2025 (h)215 — 
Unamortized debt issuance costs(5)(3)
Total UGI Corporation945 847 
Other
Total long-term debt6,449 6,034 
Less: current maturities(110)(53)
Total long-term debt due after one year$6,339 $5,981 
(a)At September 30, 2021 and 2020, the effective interest rates on the term loan were 1.89% and 2.04%, respectively. We have entered into pay fixed, receive variable interest rate swaps to effectively fix the underlying variable rate on these borrowings.
(b)At September 30, 2021 and 2020, the effective interest rates on the term loan were 5.23% and 5.30%, 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. 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. 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.
(c)As a result of the Mountaineer Acquisition, total long-term debt at September 30, 2021, includes $140 of Mountaineer senior secured notes (including unamortized premium of $24). The face interest rates on the Mountaineer senior notes range from 3.50% to 4.41%, with maturities ranging from 2027 to 2034.
(d)The effective interest rate on this term loan was 4.00% at both September 30, 2021 and 2020. 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.
(e)At September 30, 2021 and 2020, the effective interest rates on credit facility borrowings were 3.27% and 2.41%, 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.
(f)At September 30, 2021 and 2020, the effective interest rate on this term loan 3.26% and 3.51%, respectively. We have entered into pay-fixed, receive variable interest rate swaps to effectively fix the underlying variable rate on these borrowings.
(g)At September 30, 2021 and 2020, the effective interest rates on this term loan were 3.56% and 3.50%, 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.
(h)At September 30, 2021, the effective interest rate on this term loan 1.88%. We have entered into pay-fixed, receive variable interest rate swaps to effectively fix the underlying variable rate on these borrowings.

Scheduled principal repayments of long-term debt for each of the next five fiscal years ending September 30 are as follows:
20222023202420252026
AmeriGas Propane$$— $675 $700 $675 
UGI International21 347 — 405 
Midstream & Marketing10 656 
UGI Utilities96 — — 275 
UGI Corporation (a)70 38 327 515 — 
Other— — — 
Total$110 $149 $1,356 $1,222 $2,011 

(a) In October 2021, the Company repaid $70 of borrowings on the UGI Corporation revolving credit facility maturing August 2024. Such repayments are classified as “Current maturities of long-term debt” on the 2021 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. These agreements contain standard provisions which require compliance with certain financial ratios. UGI and its subsidiaries were in compliance with all debt covenants as of September 30, 2021.
Restricted Net Assets

At September 30, 2021, 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 $2,500.