As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/13/10  Ferrellgas Partners LP            8-K:1,8,9   4/13/10    7:1.3M                                   Merrill Corp-MD/FA
          Ferrellgas LP
          Ferrellgas Finance Corp
          Ferrellgas Partners Finance Corp

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     46K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    489K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    366K 
 4: EX-5.1      Opinion re: Legality                                HTML     19K 
 5: EX-8.1      Opinion re: Tax Matters                             HTML     19K 
 6: EX-99.1     Miscellaneous Exhibit                               HTML     13K 
 7: EX-99.2     Miscellaneous Exhibit                               HTML     14K 

 

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): April 13, 2010

 

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 1.01. Entry into a Material Definitive Agreement.

 

On April 13, 2010, Ferrellgas Partners, L.P. (the “Company”) and its wholly-owned subsidiary Ferrellgas Partners Finance Corp. (together, the “Issuers”) completed their public offering of $280 million in aggregate principal amount of 85/8% senior unsecured notes due 2020 (the “Senior Notes”).  The Issuers will receive net proceeds from the offering of approximately $273.4 million, after deducting underwriting commissions and estimated expenses of the offering.  The Company intends to use the net proceeds from the offering to purchase their 8.75% senior notes due 2012 and to pay related costs and expenses, and to redeem any such notes that remain outstanding.  Pending such use, the Company will temporarily invest the proceeds.

 

The terms of the Senior Notes are governed by an Indenture dated as of April 13, 2010 (the “Indenture”), by and among the Issuers and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of April 13, 2010 (the “Supplemental Indenture”), by and among the Issuers and the Trustee.

 

The descriptions set forth above are qualified in their entirety by the Indenture and the Supplemental Indenture, including the form of the Senior Notes, which are filed herewith as Exhibits 4.1 and 4.2, respectively, and are incorporated by reference herein.

 

Item 8.01. Other Events.

 

On April 13, 2010, the Issuers closed their public offering of $280 million aggregate principal amount of Senior Notes under their Registration Statement on Form S-3 (Registration No. 333-157760). Legal opinions related to the Senior Notes are filed herewith as Exhibits 5.1 and 8.1 and are incorporated by reference herein.

 

On April 13, 2010, the Issuers issued a press release related to the closing of the Senior Notes offering.  A copy of the press release is filed herewith as Exhibit 99.1.

 

On April 13, 2010, the Company issued a press release related to the expiration of the early tender date for the Issuers’ outstanding 8.75% senior notes due 2012 and the Company’s purchase of tendered notes.  A copy of the press release is filed herewith as Exhibit 99.2.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number     Description

 

4.1  Indenture dated April 13, 2010 by and among Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp. and U.S. Bank National Association, as trustee.

 

4.2  First Supplemental Indenture dated April 13, 2010 with form of Note attached, by and among Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp. and U.S. Bank National Association, as trustee.

 

5.1  Opinion of Greenberg Traurig, LLP.

 

8.1  Opinion of Greenberg Traurig, LLP as to tax matters.

 

23.1  Consent of Greenberg Traurig, LLP (contained in Exhibits 5.1 and 8.1 herewith).

 

99.1  Press Release of the Issuers dated April 13, 2010.

 

99.2  Press Release of the Company dated April 13, 2010.

 

2

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/30/22  Ferrellgas Partners LP            10-K        7/31/22  126:17M                                    Toppan Merrill Bridge/FA
10/15/21  Ferrellgas Partners LP            10-K        7/31/21  135:25M                                    Toppan Merrill Bridge/FA
 6/14/21  Ferrellgas Partners LP            10-Q        4/30/21   98:17M                                    Toppan Merrill Bridge/FA
 3/08/21  Ferrellgas Partners LP            10-Q        1/31/21   97:27M                                    Toppan Merrill Bridge/FA
12/15/20  Ferrellgas Partners LP            10-Q       10/31/20   94:21M                                    Toppan Merrill Bridge/FA
10/15/20  Ferrellgas Partners LP            10-K        7/31/20  128:36M                                    Toppan Merrill Bridge/FA