AmeriGas Acquisition of Heritage Propane October 17, 2011

Transcription

1 AmeriGas Acquisition of Heritage Propane October 17,

2 Forward-looking Statements This presentation contains certain forward-looking statements which management believes to be reasonable as of today s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management s control. Among those is the risk that the conditions to closing the transaction are not met or that the anticipated benefits from the proposed transaction cannot be fully realized. You should read the Partnership s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, cost volatility and availability of propane, increased customer conservation measures, the capacity to transport propane to our market areas, the impact of pending and future legal proceedings, political, economic and regulatory conditions in the U.S. and abroad, capital market conditions, including reduced access to capital markets and interest rate fluctuations, and the timing and success of our acquisitions and investments to grow our business. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today. 2

3 Agenda Opening Remarks Transaction Overview and Timing AmeriGas and Heritage Overview Concluding Remarks Lon Greenberg Chairman, AmeriGas Propane, Inc. Chairman & CEO, UGI John Iannarelli Vice President & CFO, AmeriGas Propane, Inc. Gene Bissell President & CEO, AmeriGas Propane, Inc. Lon Greenberg Q&A 3

4 A Compelling Strategic Acquisition for AmeriGas Heritage is an attractive, complementary business that we expect to seamlessly integrate into the AmeriGas platform: Increased size, scale and financial resources reduce risk profile Adds to AmeriGas s geographic coverage Meaningful operational and administrative synergies Incremental supplier, customer, geographic and weather diversity Scale will enable expanded product and technology development efforts Productivity enhancements and cost reduction will improve AmeriGas s ability to compete effectively in the highlyfragmented and competitive US propane industry 4

5 Transaction Summary The Acquisition Acquisition of Heritage Propane, L.P. and Titan Propane, L.P. (together Heritage ) from Energy Transfer Partners, L.P. ( ETP ) Heritage is the third largest US propane distribution company, serving over 1 million customers from ~440 locations in 41 states $2.89 billion purchase price Consideration Cash: $1.50 billion AmeriGas ( APU ) units: $1.319 billion at $44.61 (approximately 29.6 million units) Assumed Heritage OLP notes: $71 million (1) Financing Cash portion of consideration to be funded with APU debt (a condition of closing) AmeriGas credit facility upsized to approximately $500 million to accommodate working capital needs Pro Forma Profile Approximately $275 million in EBITDA plus $50 million in run-rate synergies Enhances AmeriGas s ability to achieve its goal of increasing EBITDA by 3% and distributions by 5% annually AmeriGas expects to retain existing credit ratings Regulatory Approvals Department of Justice / Federal Trade Commission (Hart-Scott Rodino) Estimated Closing Late in calendar 2011 or early in 2012 (1) Estimated balance as of FYE 12/31/11. 5

6 Transaction Structure ETE/ETP UGI Corporation (through subsidiaries) 100% GP interest and 24.7 mm Common Units (approx 28% LP Interest) Propane operations Cash and APU Common Units APU 29.6 MM Common Units (approx 34% LP Interest) New debt 6

7 Conditions to Closing No unitholder vote is required The contemplated transaction is not conditioned on ETP s closing of the Southern Union Company ( SUG ) transaction HSR clearance is required AmeriGas will upsize its credit facility to approximately $500 million AmeriGas to obtain $1.5 billion of debt financing to fund the cash portion of the transaction Transaction is anticipated to close late in 2011 or early in

8 AmeriGas Competitive Strengths The Heritage acquisition augments our existing strengths Benefits of Scale as Largest U.S. Retail Propane Distributor Strong Sponsor in UGI Corp Geographic Coverage Experienced Management Team Track Record of successful acquisition integration Long history as disciplined buyer focused on quality businesses Strong Credit Profile 8

9 Acquisition Fits with AmeriGas Strategy Profitable growth through acquisitions Utilizing scale to drive productivity and efficiency Achieving World Class Safety Performance Contributes to the achievement of AmeriGas s long standing financial goals: 3% annual increases in EBITDA 5% annual increase in distributions 9

10 Strategy Driving Earnings Growth ($ millions) % CAGR AmeriGas Adjusted EBITDA See reconciliation to operating income on page 19 10

11 Strong Financial Position Strong liquidity Demonstrated access to debt capital markets $470 Million Senior Notes Issuance January 2011 $450 Million Senior Notes Issuance July 2011 Strong credit metrics = balance sheet capacity for the transaction 2006 Debt/EBITDA 3.7X EBITDA/Interest 3.4X 2008 Debt/EBITDA 3.0X EBITDA/Interest 4.3X 2010 Debt/EBITDA 2.6X EBITDA/Interest 5.2X 11

12 Combination Creates Significant Value One-time distribution increase of 3% following closing of the transaction Contributes to the achievement of AmeriGas s financial goals Targeting a minimum of 50 million run-rate synergies when fully integrated Creates a stronger, more diversified propane company Extends AmeriGas s geographic coverage Transaction structured to preserve current credit ratings UGI, through subsidiaries, retains 100% of the General Partner 12

13 Heritage is the Most Complementary Fit with Our National Profile AmeriGas also operates in Alaska and Hawaii. ($ in millions) AmeriGas Heritage Pro forma AmeriGas Customers (millions) Annual gallons sold (billions) Locations ~1,200 ~440 ~1,640 States with locations

14 Transaction Increases AmeriGas Presence in the Highly-Fragmented US Propane Industry 10% 6% 8% 59% Independent Marketers 4% 3% Source: ICF International & Company Reports. 10% Remainder of Top 10 14

15 Pro Forma Heritage EBITDA, Synergies and Capital Expenditures (1) ($ Millions) Incremental EBITDA 275 Synergies 50 Pro Forma EBITDA 325 Pro Forma Capital Expenditures (48) (1) Upon completion of the transition / integration process 15

16 AmeriGas Pro Forma Overview Nation s largest retail propane distributor Over 2 million residential, commercial, industrial, agricultural and motor fuel customers Approximately 1.5 billion gallons sold annually Locations serving all 50 states Scale / Efficiencies Nationwide logistics and supply capabilities Enhanced productivity / cost reduction / purchasing synergies Improved product and technology development capabilities Geographic diversity Diverse end-uses Acquisition adds density to AmeriGas s nationwide footprint Broad geographic coverage Diverse retail customer base covering all segments of end-use No single customer > 5% of revenues at APU 16

17 In Summary AmeriGas has a long history of successful acquisitions Integration of acquired businesses is a core strength Synergies are primarily expense / efficiency-based A significant amount of integration planning has already been completed We have confidence in our ability to deliver on this plan 17

18 Concluding Remarks A unique opportunity to acquire the most complementary propane company Value-creating for Unitholders Attractive valuation and financial profile Results in a larger company better positioned to face industry dynamics Responsible credit profile Better positioned for further growth 18

19 Q&A Session 19

20 AmeriGas Adjusted EBITDA Reconciliation ($ millions) Year Ended September 30, Adjusted EBITDA $ $ $ $ $ $ $ $ $ $ Loss on termination of interest rate hedges (12.2) Litigation Reserve (7.0) Gain on sale of storage faclities Loss on extinguishment of debt (33.6) (17.1) Partnership EBITDA Depreciation and amortization (74.7) (66.1) (74.6) (80.6) (73.6) (72.5) (75.6) (80.4) (83.9) (87.4) Minority Interest Add Back: Loss on extinguishment of debt Operating Income $ $ $ $ $ $ $ $ $ $ Earnings before interest expense, income taxes, depreciation and amortization ("EBITDA") should not be considered as an alternative to net (loss) income attributable to AmeriGas Partners, L.P. (as an indicator of operating performance) and is not a measure of performance of financial condition under accounting principles generally accepted in the United States ("GAAP"). Management believes EBITDA is a meaningful non-gaap financial measure used by investors to (1) compare the Partnership's operating performance w ith other companies w ithin the propane industry and (2) assess its ability to meet loan covenants. The Partnership's definition of EBITDA may be different from that used by other companies. Management uses EBITDA to compare year-over-year profitability of the business w ithout regard to capital structure as w ell as to compare the relative performance of the Partnership to that of other master limited partnerships w ithout regard to their financing methods, capital structure, income taxes or historical cost basis. In view of the omission of interest, income taxes, depreciation and amortization from EBITDA, management also assesses the profitability of the business by comparing net income attributable to AmeriGas Partners, L.P. for the relevant years. Management also uses EBITDA to assess the Partnership's profitability because its parent, UGI Corporation, uses the Partnership's EBITDA to assess the profitability of the Partnership. 20