UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 6, 2009 (February 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
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
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
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
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)) |
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Item 1.01 Entry into a Material Definitive Agreement.
On February 3, 2009, Ferrellgas Partners, L.P. (“Ferrellgas”) and certain of its affiliates entered into an Underwriting Agreement (the “Underwriting Agreement”) with the underwriters named therein (the “Underwriters”), for whom UBS Securities LLC, Barclays Capital Inc. and Wachovia Capital Markets, LLC are acting as the representatives. Pursuant to the Underwriting Agreement, Ferrellgas agreed to sell to the Underwriters an aggregate of 4,500,000 common units (the “Firm Units”) representing limited partner interests in Ferrellgas (the “Common Units”), at a public offering price of $14.85 per unit. In addition, Ferrellgas granted the Underwriters the option to purchase from Ferrellgas up to an additional 675,000 Common Units (together with the Firm Units, collectively, the “Units”), solely for the purpose of covering over-allotments, if any.
The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which Ferrellgas and certain of its affiliates, on the one hand, and the Underwriters, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Pursuant to the Underwriting Agreement, subject to certain exceptions, Ferrellgas, its directors and certain of its affiliates, officers and unit holders have agreed not to sell or otherwise dispose of any Common Units held by them for a period of 90 days after the date of the final prospectus supplement relating to the offering, without first obtaining the written consent of the representatives.
The offering of the Firm Units closed on February 6, 2009.
The description set forth in this Item 1.01 is qualified in its entirety by the Underwriting Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.
Item 8.01 Other Events.
On February 2, 2009, Ferrellgas issued a press release announcing the offering of the Units and on February 3, 2009, Ferrellgas issued a press release announcing the pricing of the Units. Copies of the press releases are filed with this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 5.1 | Opinion of Greenberg Traurig, LLP. | |
| 8.1 | Opinion of Greenberg Traurig, LLP relating to tax matters. | |
| 10.1 | Underwriting Agreement, dated February 3, 2009, among Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas, Inc. and the Underwriters named therein. | |
| 99.1 | Press Release dated February 2, 2009. | |
| 99.2 | Press Release dated February 3, 2009. |
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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.
| Ferrellgas Partners, L.P. | ||||
| February 6, 2009 | By: | /s/ J. Ryan VanWinkle | ||
| Name: | J. Ryan VanWinkle | |||
| Title: | Chief Financial Officer | |||
| Ferrellgas Partners Finance Corp. | ||||
| February 6, 2009 | By: | /s/ J. Ryan VanWinkle | ||
| Name: | J. Ryan VanWinkle | |||
| Title: | Chief Financial Officer and Sole Director | |||
| Ferrellgas, L.P. | ||||
| February 6, 2009 | By: | /s/ J. Ryan VanWinkle | ||
| Name: | J. Ryan VanWinkle | |||
| Title: | Chief Financial Officer | |||
| Ferrellgas Finance Corp. | ||||
| February 6, 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 | |
| 5.1 | Opinion of Greenberg Traurig, LLP | |
| 8.1 | Opinion of Greenberg Traurig, LLP relating to tax matters | |
| 10.1 | Underwriting Agreement, dated February 3, 2009, among Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas, Inc. and the Underwriters named therein | |
| 99.1 | Press Release dated February 2, 2009 | |
| 99.2 | Press Release dated February 3, 2009 |