- Current report filing (8-K)
November 30 2010 - 5:12PM
Edgar (US Regulatory)
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):
November 30, 2010 (November 24,
2010)
Ferrellgas Partners, L.P.
(Exact name of registrant as specified in its charter)
Delaware
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001-11331
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43-1698480
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7500 College Blvd., Suite 1000,
Overland Park, Kansas
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66210
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone
number, including area code:
913-661-1500
Ferrellgas Partners Finance Corp.
(Exact name of registrant as specified in its charter)
Delaware
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333-06693
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43-1742520
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7500 College Blvd., Suite 1000,
Overland Park, Kansas
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66210
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone
number, including area code:
913-661-1500
Ferrellgas, L.P.
(Exact name of registrant as specified in its charter)
Delaware
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000-50182
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43-1698481
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7500 College Blvd., Suite 1000,
Overland Park, Kansas
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66210
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(Address of principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
913-661-1500
Ferrellgas Finance Corp.
(Exact name of registrant as
specified in its charter)
Delaware
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000-50183
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14-1866671
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(State or other
jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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7500 College Blvd.,
Suite 1000,
Overland Park, Kansas
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66210
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(Address of principal
executive offices)
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(Zip Code)
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Registrants
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 1.01 Entry into a Material
Definitive Agreement.
The information included in Item 2.03 of this Current
Report on Form 8-K is incorporated by reference into this item 1.01 of
this Current Report on Form 8-K.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
Offering
On November 24, 2010, Ferrellgas, L.P. (the Company)
and Ferrellgas Finance Corp. (Finance Corp. and together with the Company,
collectively, the Issuers), pursuant to a Purchase Agreement dated November 9,
2010 (the Purchase Agreement) among the Issuers and the initial purchasers
named therein, sold $500,000,000 aggregate principal amount of the Issuers
6.50% senior notes due 2021 (the 2021 Notes) to the initial purchasers in a
private offering. The Issuers intend to
use the net proceeds from the offering of the 2021 Notes to purchase and redeem
all of their outstanding 6.75% senior notes due 2014 (the 2014 Notes) and to
pay related costs and expenses and to reduce outstanding indebtedness under
their existing credit facility.
Indenture
The 2021 Notes were issued pursuant to an indenture
dated November 24, 2010 among the Issuers and U.S. Bank National
Association, as trustee (the Indenture).
The 2021 Notes will mature on May 1, 2021, and interest on the 2021
Notes is payable semi-annually in cash in arrears on May 1 and November 1
of each year, commencing on May 1, 2011. The 2021 Notes will be the
Issuers general unsecured senior obligations.
The 2021 Notes will be effectively junior to all of the Issuers future
senior secured indebtedness, to the extent of the value of the assets securing
such debt, and will be structurally subordinated to all existing and future
indebtedness and obligations of any of the Issuers subsidiaries.
Registration Rights Agreement
In connection with the issuance and sale of the 2021
Notes, the Issuers entered into a Registration Rights Agreement dated November 24,
2010 (the Registration Rights Agreement) with the initial purchasers named
therein. Under the Registration Rights Agreement, the Issuers will (1) use
their reasonable best efforts to consummate an exchange offer within 300 days
from November 24, 2010 by filing a registration statement; and (2) if
required, have a shelf registration statement declared effective with the SEC
with respect to resales of the 2021 Notes.
If the Issuers fail to satisfy these obligations on a timely basis, the
Issuers will be required to pay additional interest to holders of the 2021
Notes.
The descriptions set forth above in this Item 2.03 are
qualified in their entirety by the Indenture and the Registration Rights
Agreement, which are filed with this Current Report on Form 8-K as
Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On November 24, 2010, the Issuers issued a press
release related to the closing of the offering of the 2021 Notes. A copy of the press release is filed as Exhibit 99.1
hereto.
On November 24, 2010, the Company issued a press
release announcing that it has received and accepted for purchase $368,600,000
principal amount of 2014 Notes validly tendered and not validly withdrawn as of
5:00 P.M., New York City time, on November 23, 2010, which was the
early tender date for the Companys previously announced cash tender offer with
respect to the 2014 Notes, and that it has also called for redemption any and
all of the 2014 Notes that remain outstanding after consummation of such tender
offer. A copy of the press release is
filed as Exhibit 99.2 hereto.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
2
Exhibit Number
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Description
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4.1
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Indenture, dated November 24, 2010, with form
of Notes attached, by and among Ferrellgas, L.P., Ferrellgas Finance Corp.,
and U.S. Bank National Association, as trustee, relating to $500,000,000
aggregate principal amount of the Issuers 6.50% Senior Notes due 2021.
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4.2
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Registration Rights Agreement, dated
November 24, 2010, by and among Ferrellgas, L.P., Ferrellgas Finance
Corp. and the initial purchasers named therein.
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99.1
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Press Release of the Issuers dated November 24,
2010.
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99.2
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Press Release of the Company dated November 24,
2010.
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3
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.
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Ferrellgas
Partners, L.P.
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November 30, 2010
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By:
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/s/
J. RYAN VANWINKLE
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Name: J. Ryan VanWinkle
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Title: Senior Vice President and Chief Financial Officer;
Treasurer (Principal Financial and Accounting Officer) of
Ferrellgas, Inc., the general partner
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Ferrellgas
Partners Finance Corp.
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November 30, 2010
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By:
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/s/
J. RYAN VANWINKLE
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Name: J. Ryan VanWinkle
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Title: Chief Financial Officer and Sole Director
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Ferrellgas,
L.P.
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November 30, 2010
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By:
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/s/
J. RYAN VANWINKLE
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Name: J. Ryan VanWinkle
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Title: Senior Vice President and Chief Financial Officer;
Treasurer (Principal Financial and Accounting Officer) of
Ferrellgas, Inc., the general partner
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Ferrellgas
Finance Corp.
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November 30, 2010
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By:
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/s/
J. RYAN VANWINKLE
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Name: J. Ryan VanWinkle
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Title: Chief Financial Officer and Sole Director
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4
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