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FGP > SEC Filings for FGP > Form 8-K on 25-Oct-2013All Recent SEC Filings

Show all filings for FERRELLGAS PARTNERS L P | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FERRELLGAS PARTNERS L P


25-Oct-2013

Entry into a Material Definitive Agreement, Other Events, Financial State


Item 1.01 Entry into a Material Definitive Agreement.

On October 21, 2013, Ferrellgas, L.P. and Ferrellgas Finance Corp. (together, the "Issuers") entered into a purchase agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the initial purchasers named therein, relating to the private offering of $325,000,000 in aggregate principal amount of the Issuers' 6.750% senior unsecured notes due 2022 (the "2022 Notes"). The offering is scheduled to close on November 4, 2013, subject to the satisfaction of customary closing conditions. The Issuers intend to use the net proceeds from the offering of the 2022 Notes to purchase and/or redeem all of their outstanding 9.125% senior notes due 2017 and to pay related costs and expenses. Any remaining proceeds will be used to partially pay down outstanding indebtedness under their secured credit facility.

The purchase agreement contains customary representations, warranties and agreements by the Issuers, conditions to closing, indemnification obligations of the Issuers and the initial purchasers, including for liabilities under the Securities Act of 1933, termination provisions and other obligations of the parties thereto. The foregoing description of the purchase agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the purchase agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.



Item 8.01 Other Events.

On October 21, 2013, the Issuers issued a press release related to the offering of the 2022 Notes. A copy of the press release is filed as Exhibit 99.1 hereto.

On October 21, 2013, the Issuers issued a press release related to the commencement of a cash tender offer to purchase any and all of the Issuers' outstanding 9.125% senior notes due 2017. A copy of the press release is filed as Exhibit 99.2 hereto.

On October 21, 2013, the Issuers issued a press release related to the pricing of the 2022 Notes. A copy of the press release is filed as Exhibit 99.3 hereto.

On October 22, 2013, the Issuers issued a press release related to the extension and upsizing of their secured credit facility. A copy of the press release is filed as Exhibit 99.4 hereto.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number                                 Description

1.1               Purchase Agreement, dated October 21, 2013, by and among Ferrellgas,
                  L.P., Ferrellgas Finance Corp. and Merrill Lynch, Pierce, Fenner &
                  Smith Incorporated

99.1              Press Release of the Issuers dated October 21, 2013.

99.2              Press Release of the Issuers dated October 21, 2013.

99.3              Press Release of the Issuers dated October 21, 2013.

99.4              Press Release of the Issuers dated October 22, 2013.


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