UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 13, 2020
Ferrellgas Partners, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 001-11331 | 43-1698480 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 7500 College Blvd., Suite 1000, Overland Park, Kansas |
66210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
n/a
Former name or former address, if changed since last report
Ferrellgas Partners Finance Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 333-06693-02 | 43-1742520 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 7500 College Blvd., Suite 1000, Overland Park, Kansas |
66210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
n/a
Former name or former address, if changed since last report
Ferrellgas, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50182 | 43-1698481 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 7500 College Blvd., Suite 1000, Overland Park, Kansas |
66210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
n/a
Former name or former address, if changed since last report
Ferrellgas Finance Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50183 | 14-1866671 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 7500 College Blvd., Suite 1000, Overland Park, Kansas |
66210 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
n/a
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| N/A | N/A | N/A |
Item 8.01. Other Events.
On April 13, 2020, Ferrellgas, L.P. and Ferrellgas Finance Corp., direct subsidiaries of Ferrellgas Partners, L.P., issued a press release announcing that they had priced the previously announced add-on offering (the “Offering”) of $125 million aggregate principal amount of their senior secured first lien notes due 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
The securities to be offered in the Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, absent such registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Pricing Press Release dated April 13, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FERRELLGAS PARTNERS, L.P. | |||
| By Ferrellgas, Inc. (General Partner) | |||
| Date: | April 13, 2020 | By | /s/ William E. Ruisinger |
| Chief Financial Officer | |||
| FERRELLGAS PARTNERS FINANCE CORP. | |||
| Date: | April 13, 2020 | By | /s/ William E. Ruisinger |
| Chief Financial Officer and Sole Director | |||
| FERRELLGAS, L.P. | |||
| By Ferrellgas, Inc. (General Partner) | |||
| Date: | April 13, 2020 | By | /s/ William E. Ruisinger |
| Chief Financial Officer | |||
| FERRELLGAS FINANCE CORP. | |||
| Date: | April 13, 2020 | By | /s/ William E. Ruisinger |
| Chief Financial Officer and Sole Director | |||
Exhibit 99.1
FERRELLGAS, L.P. ANNOUNCES
Pricing of $125 MILLION of its 10.000% Senior Secured first lien Notes due 2025
OVERLAND PARK, KS April 13, 2020 /GLOBE NEWSWIRE/ – Ferrellgas, L.P. (the “Company”) and its wholly-owned subsidiary Ferrellgas Finance Corp. (together, the “Issuers”) announced the pricing of their previously announced add-on offering (the “Add-on Offering”) of $125 million aggregate principal amount of 10.000% Senior Secured First Lien Notes due 2025 (the “Additional Notes”) at an offering price equal to 103% of the principal thereof. The Issuers offered and priced $575 million aggregate principal amount of their 10.000% senior secured first lien notes due 2025 (the “Initial Notes”) on April 8, 2020. The Additional Notes will be governed by the same indenture, and will have the same terms, as the Initial Notes. The Additional Notes will be senior secured first lien obligations of the Issuers and will be guaranteed on a senior secured first lien basis by Ferrellgas Partners, L.P., Ferrellgas, Inc. and each existing and future subsidiary of the Company, subject to certain exceptions. The Issuers intend to use the net proceeds from the Add-on Offering for general corporate purposes. The Add-on Offering is expected to close on April 16, 2020, subject to customary closing conditions.
The Additional Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Additional Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the Additional Notes or any other securities, nor shall there be any offer or sale of the Additional Notes in any state or jurisdiction in which such offer, solicitation or sale is unlawful.
About Ferrellgas
Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., and subsidiaries, serves propane customers in all 50 states, the District of Columbia, and Puerto Rico.
Forward Looking Statements
Statements in this release concerning expectations for the future are forward-looking statements. Such forward-looking statements include, without limitation, statements regarding the intention to issue the Additional Notes and to use the offering proceeds as described in this release. A variety of known and unknown risks, uncertainties and other factors could cause results, performance, and expectations to differ materially from anticipated results, performance, and expectations. These risks, uncertainties, and other factors include those discussed in the Form 10-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2019, and in other documents filed from time to time by these entities with the Securities and Exchange Commission.
Contacts:
Investor Relations – InvestorRelations@ferrellgas.com