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FGP > SEC Filings for FGP > Form 8-K on 2-Sep-2014All Recent SEC Filings

Show all filings for FERRELLGAS PARTNERS L P

Form 8-K for FERRELLGAS PARTNERS L P


2-Sep-2014

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits


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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