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Ferrellgas Partners, L.P. (Form: 8-K)  

 

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):   February 20, 2018

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

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)

     
Delaware 333-06693 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))

Top of the Form

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. [  ]

Top of the Form

Item 8.01 Other Events.

On February 21, 2018, Ferrellgas Partners, L.P. issued a press release regarding its sale of 1,072 rail cars owned by Bridger Rail Shipping, LLC, a subsidiary of Bridger Logistics, LLC, which is a subsidiary of Ferrellgas, L.P. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.





Item 9.01 Financial Statements and Exhibits.

(d) A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.





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Exhibit Index


     
Exhibit No.   Description
 
99.1
  FERRELLGAS PARTNERS, L.P. Announces Sale of Rail Car Assets of Bridger Rail Shipping, LLC

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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.

         
    Ferrellgas Partners, L.P.
          
February 21, 2018   By:   /s/ Doran N. Schwartz
       
        Name: Doran N. Schwartz
        Title: Senior Vice President; Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)
         
    Ferrellgas Partners Finance Corp.
          
February 21, 2018   By:   /s/ Doran N. Schwartz
       
        Name: Doran N. Schwartz
        Title: Chief Financial Officer and Sole Director
         
    Ferrellgas, L.P.
          
February 21, 2018   By:   /s/ Doran N. Schwartz
       
        Name: Doran N. Schwartz
        Title: Senior Vice President; Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer)
         
    Ferrellgas Finance Corp.
          
February 21, 2018   By:   /s/ Doran N. Schwartz
       
        Name: Doran N. Schwartz
        Title: Chief Financial Officer and Sole Director

Top of the Form
EX-99.1

FERRELLGAS PARTNERS, L.P. Announces Sale of Rail Car Assets of Bridger Rail Shipping, LLC

 

 

OVERLAND PARK, Kan., February 21, 2018 (GLOBE NEWSWIRE) — Ferrellgas Partners, L.P. (NYSE:FGP) (“Ferrellgas” or ”the Company”) announced the sale of tank rail cars owned by Bridger Rail Shipping, LLC, a subsidiary of Bridger Logistics, LLC, which is a subsidiary of Ferrellgas, L.P. Bridger Logistics is a holding company for various subsidiaries that continue to do business in terminals and storage, trucking and transportation, and salt water disposal. Bridger Logistics was also the holding company that owned Bridger Energy, LLC, which the Company sold on January 16, 2018.   

The sale consists of 1,072 rail cars, including 300 model DOT-117 and 772 model CPC-1232 rail cars. Most of the CPC-1232s are currently in storage and incurring storage fees, while all of the DOT-117s are currently leased to a third party under a multi-year contract. The sale is to an undisclosed buyer for cash consideration of approximately $47 million. Proceeds from the transaction will be used to reduce outstanding debt on the Company’s secured credit facility.  

“This transaction is another clear example of Ferrellgas’ commitment to debt reduction,” said James E. Ferrell, Interim Chief Executive Officer and President. “The sale significantly reduces our interest expense, improves our credit metrics, and lessens the Company’s reliance on its credit facility as we move forward with growth efforts. We expect that the credit benefits from the sale of these assets will be achieved without impacting our forecasted EBITDA.”  

With the sale, the Company’s debt will be reduced with the proceeds resulting in a proforma expected reduction in interest expense of approximately $2.8 million per year. In the fiscal second quarter ending January 31, 2018, the Company expects to report a non-cash loss on its model CPC-1232 rail cars of approximately $35 million. No gain or loss is expected from the sale of the model DOT-117 railcars.  

“The market for our rail cars has changed in recent years,” continued Ferrell, “so we have made the strategic decision to exit the rail car business. With the sale, our streamlined company has further reduced its business risk profile, with the result being that our prospects for cash flow growth are strong. We have positive momentum and our employees are keenly focused on providing our customers with the world class service we’ve always been known for.”  

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, and provides midstream services to major energy companies in the United States. 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 September 28, 2017. 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, 2017, the Form 10-Q of these entities for the fiscal quarter ended October 31, 2017, and in other documents filed from time to time by these entities with the Securities and Exchange Commission.

Contacts
Jim Saladin, Media Relations – jimsaladin@ferrellgas.com, 913-661-1833
Bill Ruisinger, Investor Relations – billruisinger@ferrellgas.com, 816-792-7914