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): September 2, 2014 (September 2, 2014)
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 | | 333-06693-02 | | 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))
Item 7.01 Regulation FD Disclosure
On September 2, 2014, Ferrellgas Partners, L.P. (“Ferrellgas”) issued a press release announcing it had entered into a definitive agreement to acquire two salt water disposal wells in the Eagle Ford Shale region of south Texas from C&E Production, LLC and its affiliates, based in Bryan, Texas (the “C&E Sellers”). The press release also announced a direct registered offering associated with this acquisition, discussed in Item 8.01 below. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 8.01 Other Events.
On September 2, 2014, Ferrellgas closed the acquisition described in Item 7.01 above.
On September 2, 2014, Ferrellgas, in a non-brokered registered direct offering, issued to Ferrell Companies, Inc., the sole shareholder of its general partner, and the equity holders of the C&E Sellers, an aggregate of 1,483,583 common units representing limited partner interests in Ferrellgas (the “Units”) for an aggregate purchase price of $42,000,000. The Units were offered and sold pursuant to a prospectus supplement dated September 2, 2014 and an accompanying base prospectus dated June 12, 2012, pursuant to the Ferrellgas shelf registration statement on Form S-3 (file no. 333-180684), which became effective on June 12, 2012.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | | Description |
| | |
5.1 | | Opinion of McGuireWoods LLP |
| | |
99.1 | | Press Release of Ferrellgas dated September 2, 2014 |
Limitation on Materiality and Incorporation by Reference
The information in this Current Report on Form 8-K related to Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished to the SEC pursuant to Item 7.01 of Form 8-K and is not deemed to be “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference.
The furnishing of particular information in this Current Report, including Exhibit 99.1 furnished herewith, pursuant to Item 7.01 of Form 8-K is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD of the Exchange Act.
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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. |
| | |
September 2, 2014 | By: | /s/ J. Ryan VanWinkle |
| | |
| | Name: J. Ryan VanWinkle |
| | Title: Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner |
| | |
| Ferrellgas Partners Finance Corp. |
| | |
September 2, 2014 | By: | /s/ J. Ryan VanWinkle |
| | |
| | Name: J. Ryan VanWinkle |
| | Title: Chief Financial Officer and Sole Director |
| | |
| Ferrellgas, L.P. |
| | |
September 2, 2014 | By: | /s/ J. Ryan VanWinkle |
| | |
| | Name: J. Ryan VanWinkle |
| | Title: Executive Vice President and Chief Financial Officer; Treasurer (Principal Financial and Accounting Officer) of Ferrellgas, Inc., the general partner |
| | |
| Ferrellgas Finance Corp. |
| | |
September 2, 2014 | By: | /s/ J. Ryan VanWinkle |
| | |
| | Name: J. Ryan VanWinkle |
| | Title: Chief Financial Officer and Sole Director |
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