SEC Info - Ferrellgas LP, et al. - ‘S-4’ on 4/1/16

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Ferrellgas LP, et al. – ‘S-4’ on 4/1/16 – ‘EX-99.4’

On: Friday, 4/1/16, at 9:03am ET · Accession #: 1047469-16-11834 · File #s: 333-210534, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19

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

 4/01/16  Ferrellgas LP                     S-4                   12:1.7M                                   Merrill Corp/New/FA
          J.J. Liberty, LLC
          J.J. Karnack Partners, LLC
          Bridger Swan Ranch, LLC
          Bridger Real Property, LLC
          Bridger Logistics, LLC
          Ferrellgas Finance Corp
          South C&C Trucking, LLC
          J.J. Addison Partners, LLC
          Bridger Storage, LLC
          Bridger Marine, LLC
          Bridger Environmental, LLC
          Bridger Lake, LLC
          Bridger Transportation, LLC
          Bridger Administrative Services II, LLC
          Bridger Energy, LLC
          Bridger Terminals, LLC
          Bridger Rail Shipping, LLC
          Blue Rhino Global Sourcing, Inc.
          Bridger Leasing, LLC

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML    594K 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                HTML     40K 
 3: EX-5.2      Opinion re: Legality                                HTML     28K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     12K 
 6: EX-23.2     Consent of Experts or Counsel                       HTML     13K 
 7: EX-23.3     Consent of Experts or Counsel                       HTML     13K 
 8: EX-25.1     Statement re: Eligibility of Trustee -- Form T-1|2  HTML     69K 
 9: EX-99.1     Miscellaneous Exhibit                               HTML    252K 
10: EX-99.2     Miscellaneous Exhibit                               HTML     39K 
11: EX-99.3     Miscellaneous Exhibit                               HTML     26K 
12: EX-99.4     Miscellaneous Exhibit                               HTML     20K 
 4: EX-12.1     Statement re: Computation of Ratios                 HTML     46K

EX-99.4 — Miscellaneous Exhibit
Exhibit Table of Contents

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Exhibit 99.4

FERRELLGAS, L.P.

FERRELLGAS FINANCE CORP.

OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING UNREGISTERED 6.75% SENIOR NOTES DUE 2023
FOR
REGISTERED 6.75% SENIOR NOTES DUE 2023

To The Depository Trust Company ("DTC") Participants:

Ferrellgas, L.P. and Ferrellgas Finance Corp. (the "Issuers") are offering, subject to the terms and conditions set forth in the prospectus, dated , 2016 (the "Prospectus"), and the related Letter of Transmittal, to exchange (the "Exchange Offer") all $500,000,000 in aggregate principal amount of their unregistered 6.75% Senior Notes due 2023 (the "Unregistered Notes) for the same aggregate principal amount of their 6.75% Senior Notes due 2023 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Unregistered Notes were issued in a private placement on June 8, 2015 to initial purchasers who in turn resold the Unregistered Notes to a limited number of qualified institutional buyers pursuant to Rule 144A of the Securities Act and to non-U.S. persons pursuant to Regulation S of the Securities Act. The Exchange Offer is being extended to all holders of the Unregistered Notes in order to satisfy certain obligations of the Issuers set forth in the Registration Rights Agreement, dated as of June 8, 2015, by and among the Issuers, the guarantors of the Unregistered Notes party thereto and the representative of the initial purchasers of the Unregistered Notes. The Exchange Notes are substantially identical to the Unregistered Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Unregistered Notes will not apply to the Exchange Notes.

Please contact your clients for whom you hold Unregistered Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Unregistered Notes registered in your name or in the name of your nominee, we are enclosing the following documents:

1.: Prospectus dated , 2016;
2.: Letter of Transmittal for the Unregistered Notes, for your use and for the information of your clients;
3.: Form of Notice of Guaranteed Delivery; and
4.: Form of letter which may be sent to your clients for whose accounts you hold Unregistered Notes registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on , 2016, unless the Exchange Offer is extended by the Issuers. Unregistered Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration of the Exchange Offer.

Pursuant to the Letter of Transmittal, each holder of Unregistered Notes will represent to the Issuers that, among other things:

•: such holder is not an "affiliate," as such term is defined in Rule 405 promulgated under the Securities Act, of either Issuer;
•: any Exchange Notes that such holder acquired pursuant to the Exchange Offer are being acquired in the ordinary course of such holder's business;
•: such holder is not participating in and does not intend to participate in a distribution of the Exchange Notes;

•: such holder has no arrangements or understandings with any person to participate in the distribution of the Exchange Notes; and
•: if such holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Unregistered Notes, such holder acquired those Unregistered Notes as a result of market-making activities or other trading activities and such holder will deliver the Prospectus, as required by law, in connection with any resale of the Exchange Notes.

The enclosed form of letter to clients contains an authorization by the beneficial owners of the Unregistered Notes for you to make the foregoing representations.

DTC participants will be able to execute tenders through the DTC's Automated Tender Offer Program.

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to the exchange agent at its address and telephone number set forth on the cover page of the Letter of Transmittal.


		Very truly yours,
		FERRELLGAS, L.P.
		FERRELLGAS FINANCE CORP.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF FERRELLGAS, L.P., FERRELLGAS FINANCE CORP. OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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Exhibit 99.4

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-4’ Filing	Date	Other Filings

Filed on:	4/1/16
	6/8/15	8-K
		List all Filings

1 Subsequent Filing that References this Filing

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

 4/18/16  SEC                               UPLOAD¶    10/05/17    1:164K Bridger Lake, LLC

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Filing Submission 0001047469-16-011834 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)