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):  September 9, 2009 (September 9, 2009)

 

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

 

 

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

 

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

 

 

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

 

Ferrellgas, L.P.

(Exact name of registrant as specified in its charter)

 

 

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

 

Ferrellgas Finance Corp.

(Exact name of registrant as specified in its charter)

 

 

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

 

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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events.

 

On September 9, 2009, Ferrellgas, L.P. and Ferrellgas Finance Corp. (together, the “Issuers”) issued two press releases related to the announcement and the pricing of $300 million of the Issuers’ 9.125% senior unsecured notes due 2017.  Copies of the press releases are filed with this Current Report on Form 8-K as Exhibits 99.1 and 99.2.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Press Release of the Issuers dated September 9, 2009.
99.2		Press Release of the Issuers dated September 9, 2009.

 

2

 

SIGNATURES

 

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

 

	Ferrellgas Partners, L.P.
September 9, 2009	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Senior Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner
	Ferrellgas Partners Finance Corp.
September 9, 2009	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director
	Ferrellgas, L.P.
September 9, 2009	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Senior Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner
	Ferrellgas Finance Corp.
September 9, 2009	By:	/s/ J. Ryan VanWinkle
		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director

 

3

Exhibit 99.1

 

Ferrellgas, L.P. and Ferrellgas Finance Corp. Announce Proposed Private Placement of $250 Million Senior Notes Due 2017

 

OVERLAND PARK, Kan., Sept. 9 — Ferrellgas, L.P., the operating partnership of Ferrellgas Partners, L.P. (NYSE: FGP), and Ferrellgas Finance Corp., a wholly-owned subsidiary of Ferrellgas, L.P., today announced plans to commence a private placement to eligible purchasers of $250 million in aggregate principal amount of Senior Notes due 2017. Ferrellgas, L.P. intends to use the net proceeds from the offering to prepay its outstanding $82,000,000 of 7.24% Senior Notes, Series D, due August 1, 2010 and its $70,000,000 of 7.42% Senior Notes, Series E, due August 1, 2013 and to reduce outstanding indebtedness under its senior unsecured revolving credit facility.

 

The offering has not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws, and the notes may not be offered or sold in the United States absent such registration, 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. The notes will be offered only to qualified institutional buyers under Rule 144A and outside the United States only to non-U.S. persons under Regulation S. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities.

 

This news release includes “forward-looking statements” as defined by the Securities and Exchange Commission. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that the issuers expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements include the issuer’s plans to complete a private placement of $250 million of senior notes. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the issuers, including market conditions, operational developments with respect to the issuers and other factors detailed in the issuers’ filings with the Securities and Exchange Commission.

 

Contact:

Tom Colvin, Investor Relations, 913-661-1530

Jim Saladin, Media Relations, 913-661-1833

 

Exhibit 99.2

 

Ferrellgas, LP. and Ferrellgas Finance Corp. Announce Pricing of Private Placement of $300 million Senior Notes due 2017,  Successfully Upsized from the Previously Announced $250 million

 

OVERLAND PARK, Kan., September 9, 2009 — Ferrellgas, L.P., the operating partnership of Ferrellgas Partners, L.P. (NYSE: FGP), and Ferrellgas Finance Corp., a wholly-owned subsidiary of Ferrellgas, L.P., today announced the pricing of a private placement to eligible purchasers of $300 million in aggregate principal amount of 9.125% Senior Notes due 2017 at an offering price of 98.599%.   Ferrellgas, L.P. intends to use the net proceeds from the offering to prepay its outstanding $82,000,000 of 7.24% Senior Notes, Series D, due August 1, 2010 and its $70,000,000 of 7.42% Senior Notes, Series E, due August 1, 2013 and to reduce outstanding indebtedness under its senior unsecured revolving credit facility.  The offering is expected to close on September 14, 2009, subject to the satisfaction or waiver of customary closing conditions.

 

The offering has not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws, and the notes may not be offered or sold in the United States absent such registration, 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.  The notes will be offered only to qualified institutional buyers under Rule 144A and outside the United States only to non-U.S. persons under Regulation S.  This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities.

 

This news release includes “forward-looking statements” as defined by the Securities and Exchange Commission.  All statements, other than statements of historical facts, included in this news release that address activities, events or developments that the issuers expect, believe or anticipate will or may occur in the future are forward-looking statements.  These statements include the issuer’s plans to complete a private placement of $300 million of senior notes.  Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the issuers, including market conditions, operational developments with respect to the issuers and other factors detailed in the issuers’ filings with the Securities and Exchange Commission.

 

Contact:

Tom Colvin, Investor Relations, 913-661-1530

Jim Saladin, Media Relations, 913-661-1833