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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):   March 18, 2011

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

Item 7.01 Regulation FD Disclosure.

On March 18, 2011, Ferrellgas Partners, L.P. (the "Company") and its wholly-owned subsidiary Ferrellgas Partners Finance Corp. (together, the "Issuers") called for redemption $98,000,000 aggregate principal amount of their outstanding 8⅝% Senior Notes due 2020 (the "Notes"). The Notes were issued pursuant to an Indenture dated as of April 13, 2010 (the "Base Indenture") among the Issuers and U.S. Bank National Association, as Trustee (the "Trustee"), and a First Supplemental Indenture, dated as of April 13, 2010, among the Issuers and the Trustee (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture").

The Issuers will redeem the Notes with a portion of the net proceeds received by the Company from its previously announced underwritten public offering of 4,400,000 common units representing limited partner interests in the Company, which closed on March 18, 2011. The "equity clawback" provisions of the Indenture allow the Issuers to redeem up to 35% of the Notes originally issued under the Indenture at a redemption price equal to 108.625% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, from the proceeds of one or more equity offerings. The principal amount being reduced represents the maximum principal amount of Notes that the Issuers are permitted to redeem under such provisions.

The redemption date will be March 28, 2011. A copy of the press release announcing the redemption is attached as Exhibit 99.1 and incorporated by reference herein.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description
99.1 Press Release of the Issuers dated March 18, 2011.





Top of the Form

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.
          
March 21, 2011   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.
          
March 21, 2011   By:   /s/ J. Ryan VanWinkle
       
        Name: J. Ryan VanWinkle
        Title: Chief Financial Officer and Sole Director
         
    Ferrellgas, L.P.
          
March 21, 2011   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.
          
March 21, 2011   By:   /s/ J. Ryan VanWinkle
       
        Name: J. Ryan VanWinkle
        Title: Chief Financial Officer and Sole Director

Top of the Form

Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release of the Issuers dated March 18, 2011.
EX-99.1

Exhibit 99.1
Contact:
Tom Colvin, Investor Relations, 913-661-1530
Jim Saladin, Media Relations, 913-661-1833

FERRELLGAS PARTNERS, L.P. AND FERRELLGAS PARTNERS FINANCE CORP. ANNOUNCE PARTIAL REDEMPTION OF
8.625% SENIOR NOTES DUE 2020

OVERLAND PARK, KANSAS (March 18, 2011) – Ferrellgas Partners, L.P. (NYSE: FGP) (the “Company”) announced today that it and its wholly owned subsidiary Ferrellgas Partners Finance Corp. (together, the “Issuers”) will redeem for cash $98,000,000 aggregate principal amount of their outstanding 8.625% Senior Notes due 2020 (CUSIP No. 315295AE5) (the “Notes”). The redemption date will be March 28, 2011.

The Issuers will pay a redemption price of $1,086.25 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest to March 28, 2011.

The Issuers will redeem the Notes with a portion of the net proceeds received by the Company from its previously announced underwritten public offering of 4,400,000 common units representing limited partner interests in the Company, which closed today. The “equity clawback” provisions of the indenture governing the Notes allow the Issuers to redeem up to 35% of the Notes originally issued under the indenture at a redemption price equal to 108.625% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, from the proceeds of one or more equity offerings. The principal amount being reduced represents the maximum principal amount of Notes that the Issuers are permitted to redeem under such provisions of the indenture.

A notice of partial redemption is being sent to all currently registered holders of the Notes by the trustee, U.S. Bank National Association. Copies of the notice of partial redemption and additional information relating to the procedure for redemption may be obtained from U.S. Bank National Association by calling 1-(800)-934-6802 (toll-free). The Notes will be redeemed on a pro rata basis among all of the outstanding Notes, subject to adjustment by U.S. Bank National Association pursuant to the terms of the indenture governing the Notes.

Payment of the redemption price will be made on or after March 28, 2011 upon presentation and surrender of the Notes by mail or hand delivery to U.S. Bank National Association, 100 Wall Street, Suite 1600, New York, New York 10005, Attention: Corporate Trust Services. Unless the Issuers default in making the redemption payment, interest on the Notes will cease to accrue on and after the redemption date and the only remaining right of the holders thereof is to receive the redemption payment upon surrender to U.S. Bank National Association of the Notes.

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