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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): March 30, 2021

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 913-661-1500

Not Applicable

Former name or former address, if changed since last report

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

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)

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)

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).

Ferrellgas Partners, L.P. 

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. ☐

Ferrellgas Partners Finance Corp. 

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. ☐

Ferrellgas, L.P. 

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. ☐

Ferrellgas Finance Corp. 

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:

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Item 8.01Other Events.

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On March 30, 2021, Ferrellgas Partners, L.P. (the “Company”) issued a press release regarding the completion of various restructuring transactions by the Company and the Company’s wholly-owned subsidiary, Ferrellgas, L.P., and the emergence from bankruptcy by the Company and its wholly-owned subsidiary, Ferrellgas Partners Finance Corp. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

Ferrellgas Successfully Strengthens its Financial Position for the Future

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Ferrellgas deleverages its balance sheet while simultaneously remaining an independent, Employee-Owned company and the leader in propane distribution

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Overland Park, KS., March 30, 2021 (GLOBE NEWSWIRE) – Ferrellgas Partners, L.P. (OTC: FGPRQ) ("Ferrellgas" or the "Holdings") announced today the successful completion of its previously announced restructuring transactions that strengthen its balance sheet while allowing it to continue as an employee-owned enterprise.

James E. Ferrell, Chairman of the Ferrellgas Board of Directors, President, and Chief Executive Officer, said, "I am pleased to announce that we have followed through, as promised, on our commitment to strengthen our balance sheet and remain an employee-owned business that will continue to provide exceptional service to our more than 700,000 nationwide customers well into the future. This is a significant milestone for the company and its nearly 4,500 employees, and serves as irrefutable evidence that Ferrellgas, and its leading tank exchange brand, Blue Rhino, will continue as a leader in the U.S. propane industry."

As previously announced, on December 10, 2020, Holdings entered into a Transaction Support Agreement ("TSA") with a majority of the holders of the Holdings unsecured notes that were due June 2020 (the "Holdings Notes").  The TSA included a comprehensive restructuring plan at both the Holdings level to address the maturity of its notes and at Ferrellgas, L.P. ("OpCo"), the operating entity, to address over $2 billion in debt obligations.  Based on the transactions consummated today, Holdings announces that OpCo has successfully (1) established a new $350 million senior secured revolving credit facility, (2) issued $1.475 billion in new senior unsecured notes due in 2026 and 2029, and (3) sold $700 million in senior preferred equity. The senior preferred equity financing was led by funds managed by the Private Equity Group and the Credit Group of Ares Management Corporation ("Ares"). The proceeds of these transactions have been used to satisfy, in full, OpCo's existing debt obligations.  Further, as contemplated in the TSA, Holdings also announces that its plan of reorganization, by which the existing Holdings Notes are to be exchanged for new limited partnership units at Holdings, has gone effective and Holdings has successfully emerged from chapter 11 protection. 

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The restructuring transactions enable the nearly 100-year-old propane retailer, known for its leading tank exchange business, Blue Rhino, to continue to serve the propane needs of millions of Americans in all 50 states and Puerto Rico, during a pandemic year that was also heavily impacted by record-cold temperatures in many parts of the country.

Squire Patton Boggs (US) LLP served as legal counsel to Ferrellgas and Moelis & Company LLC served as financial advisor and placement agent. Davis Polk & Wardwell LLP as legal counsel and Ducera Partners LLC as financial advisor advised the ad hoc group of holders of the Holdings Notes. Sullivan & Cromwell LLP served as legal counsel to Ares.

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. Ferrellgas employees indirectly own 22.8 million common units of the partnership, through an employee stock ownership plan. Ferrellgas Partners, L.P. filed a Form 10-K with the Securities and Exchange Commission on October 15, 2020. Investors can request a hard copy of this filing free of charge and obtain more information about the partnership online at www.ferrellgas.com.

Forward Looking Statements
Statements in this release concerning expectations for the future are forward-looking statements. 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, 2020, and in other documents filed from time to time by these entities with the Securities and Exchange Commission.

Contacts
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Investor Relations – InvestorRelations@ferrellgas.com