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
October 4, 2005
Date of Report (Date of earliest event reported)
INERGY HOLDINGS, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-51304 43-1792470
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
Two Brush Creek Boulevard, Suite 200
Kansas City, MO 64112
(Address of Principal Executive Offices) (Zip Code)
(816) 842-8181
Registrant's telephone number, including area code
(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 (see General Instruction A.2. below):
[ ] 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 1.01 Entry Into a Material Definitive Agreement
On October 4, 2005, Inergy Propane, LLC, an indirectly held subsidiary of
the registrant, entered into an Asset Purchase Agreement with Dowdle Gas, Inc.,
a Mississippi corporation, and certain shareholders of Dowdle Gas.
This Agreement provides for Inergy Propane's acquisition of substantially
all of the operating assets of Dowdle Gas. The closing of this acquisition
occurred simultaneously with the October 4, 2005 signing of the Asset Purchase
Agreement. Among the assets acquired by Inergy Propane are propane tanks,
inventory, motor vehicles, customer accounts and leasehold interests in
substantially all of the real property used by Dowdle Gas in its business.
The purchase price for the assets of Dowdle Gas acquired under the Asset
Purchase Agreement is approximately $106,100,000 in cash plus an amount
reflecting an agreed upon value for the propane and parts and appliances
inventories of Dowdle Gas and an amount equal to the outstanding accounts
receivable of the acquired business that are actually collected by Inergy
Propane during a specified period following the closing date, and is subject to
certain adjustments specified in the Asset Purchase Agreement, including an
adjustment to compensate Dowdle Gas for business acquisitions made by it since
July 26, 2005. Inergy Propane obtained funding for the purchase price by drawing
on its existing revolving credit facility with JPMorgan Chase Bank, N.A. and
certain other lenders.
Under the terms of the Asset Purchase Agreement, Inergy Propane acquired
the right to purchase from Dowdle Gas at an agreed upon purchase price certain
parcels of real property as to which Inergy Propane acquired a leasehold
interest. Inergy Propane has up to one year in which to complete its inspections
with respect to such parcels and then may elect either to purchase any or all
such parcels. The purchase price for any such parcel that Inergy Propane elects
to purchase would be payable at the time of closing for such purchase. The total
purchase price for all such parcels would be approximately $6,000,000.
Inergy, L.P. issued a press release on October 4, 2005, announcing the
Dowdle Gas acquisition. A copy of the press release is being filed as an Exhibit
to the Current Report on Form 8-K of Inergy, L.P. being filed with the
Securities and Exchange Commission on or about October 7, 2005.
Item 7.01 Regulation FD Disclosure
On October 5, 2005, Inergy, L.P. issued a press release that, among other
things, announced its updated guidance for the full fiscal year ending September
30, 2006. A copy of the press release is being filed as an Exhibit to the
Current Report on Form 8-K of Inergy, L.P. being filed with the Securities and
Exchange Commission on or about October 7, 2005.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except as shall be
expressly set forth by specific reference in such a filing. The information
furnished pursuant to Item 7.01 shall not be deemed an admission as to the
materiality of any information in this report on Form 8-K that is required to be
disclosed solely to satisfy the requirements of Regulation FD.
Item 8.01 Other Events
In connection with the October 4, 2005 Dowdle Gas acquisition referred to
in Item 1.01 above, Inergy Propane entered into an Asset Purchase Agreement with
each of Dowdle Gas of Florida, Inc., a Florida corporation, and Wholesale LP Gas
Company, Inc., a Mississippi corporation. Dowdle Gas of Florida is wholly owned
by a family member of one of the Dowdle Gas shareholders and Wholesale LP Gas is
owned by that same Dowdle Gas shareholder.
These two Agreements provide for Inergy Propane's acquisition of
substantially all of the operating assets of Dowdle Gas of Florida and of
Wholesale LP Gas, in each case, in a cash transaction similar to that for Dowdle
Gas. The closing of these acquisitions occurred simultaneously with the October
4, 2005 closing of the Dowdle Gas transaction.
The purchase price for the assets acquired by Inergy Propane under these
two Agreements is approximately $8,900,000 in cash for the Dowdle Gas of Florida
transaction and approximately $5,000,000 in cash for the Wholesale LP Gas
transaction. In addition, the purchase price in each transaction is increased by
an amount reflecting an agreed upon value for the propane and parts and
appliances inventories of the respective selling companies and an amount equal
to the outstanding accounts receivable of the acquired business that are
actually collected by Inergy Propane during a specified period following the
closing date, and is subject to certain adjustments specified in the applicable
Agreement. Inergy Propane obtained funding for the purchase price in these
transactions by drawing on its existing revolving credit facility with JPMorgan
Chase Bank, N.A. and certain other lenders.
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SIGNATURE
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.
INERGY HOLDINGS, L.P.
By: INERGY HOLDINGS GP, LLC,
Its General Partner
Dated: October 7, 2005
By: /s/ Laura L. Ozenberger
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Laura L. Ozenberger
Vice President - General Counsel and
Secretary