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 4, 2009 (November 2, 2009)
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:
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.
On November 2, 2009, our operating partnership, Ferrellgas, L.P., entered into a secured working capital credit facility which provides the Company borrowing capacity of up to $400.0 million. This facility replaces the Company’s former senior unsecured credit facility due 2010. This new facility will mature on November 2, 2012. Borrowings under this new facility are available for working capital needs, capital expenditures and other general partnership purposes, including the refinancing of existing indebtedness.
The new secured working capital credit facility contains various affirmative and negative covenants and default provisions, as well as requirements with respect to the maintenance of specified financial ratios and limitations on the making of loans and investments. All borrowings under the facility bear interest, at the operating partnership’s option, at a rate equal to either:
· for Base Rate Loans or Swing Line Loans, the Base Rate, which is defined as the higher of i) the federal funds rate plus 0.50%, ii) Bank of America’s prime rate; or iii) the Eurodollar Rate plus 1%; plus a margin varying from 2.50% to 3.25%; or
· for Eurodollar Rate Loans, the Eurodollar Rate, which is defined as the LIBOR Rate plus a margin varying from 3.50% to 4.25%.
The descriptions set forth above in this Item 2.03 are qualified in their entirety by the operating partnership’s new bank credit facility, a copy of which is filed as an exhibit to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 - Credit Agreement dated as of November 2, 2009, among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto.
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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. |
| |
November 4, 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. |
| |
November 4, 2009 | By: | /s/ J. Ryan VanWinkle |
| | Name: J. Ryan VanWinkle |
| | Title: Chief Financial Officer and Sole Director |
| |
| Ferrellgas, L.P. |
| |
November 4, 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. |
| |
November 4, 2009 | By: | /s/ J. Ryan VanWinkle |
| | Name: J. Ryan VanWinkle |
| | Title: Chief Financial Officer and Sole Director |
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Exhibit Index
Exhibit No. | | Description |
| | |
10.1 | | Credit Agreement dated as of November 2, 2009, among Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the general partner of the borrower, Bank of America, N.A. as administrative agent, swing line lender and L/C issuer, and the lenders party hereto. |
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