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): | March 18, 2011 |
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On March 18, 2011, Ferrellgas Partners, L.P. (the "Company") and its wholly-owned subsidiary Ferrellgas Partners Finance Corp. (together, the "Issuers") called for redemption $98,000,000 aggregate principal amount of their outstanding 8⅝% Senior Notes due 2020 (the "Notes"). The Notes were issued pursuant to an Indenture dated as of April 13, 2010 (the "Base Indenture") among the Issuers and U.S. Bank National Association, as Trustee (the "Trustee"), and a First Supplemental Indenture, dated as of April 13, 2010, among the Issuers and the Trustee (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture").
The Issuers will redeem the Notes with a portion of the net proceeds received by the Company from its previously announced underwritten public offering of 4,400,000 common units representing limited partner interests in the Company, which closed on March 18, 2011. The "equity clawback" provisions of the Indenture allow the Issuers to redeem up to 35% of the Notes originally issued under the Indenture at a redemption price equal to 108.625% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, from the proceeds of one or more equity offerings. The principal amount being reduced represents the maximum principal amount of Notes that the Issuers are permitted to redeem under such provisions.
The redemption date will be March 28, 2011. A copy of the press release announcing the redemption is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release of the Issuers dated March 18, 2011.
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. | ||||
| March 21, 2011 | 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. | ||||
| March 21, 2011 | By: | /s/ J. Ryan VanWinkle | ||
| Name: J. Ryan VanWinkle | ||||
| Title: Chief Financial Officer and Sole Director | ||||
| Ferrellgas, L.P. | ||||
| March 21, 2011 | 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. | ||||
| March 21, 2011 | By: | /s/ J. Ryan VanWinkle | ||
| Name: J. Ryan VanWinkle | ||||
| Title: Chief Financial Officer and Sole Director | ||||
Exhibit Index
| Exhibit No. | Description | |
99.1 | Press Release of the Issuers dated March 18, 2011. |