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): October 17, 2025
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.) |
One Liberty Plaza, | ||
Liberty, Missouri |
| 64068 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: 816-792-1600
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 |
| 333-06693-02 |
| 43-1742520 |
(State or other jurisdiction | (Commission | (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) |
One Liberty Plaza, | ||
Liberty, Missouri |
| 64068 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: 816-792-1600
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.) |
One Liberty Plaza, | ||
Liberty, Missouri |
| 64068 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: 816-792-1600
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.) |
One Liberty Plaza, | ||
Liberty, Missouri |
| 64068 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: 816-792-1600
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Ferrellgas Partners, L.P.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas Partners Finance Corp.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas, L.P.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Ferrellgas Finance Corp.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A | N/A | N/A |
Item 8.01. Other Events.
On October 17, 2025, Ferrellgas, L.P. (the “Company”) and Ferrellgas Finance Corp. (“Finance Corp.” and, together with the Company, the “Issuers”), subsidiaries of Ferrellgas Partners, L.P., issued a press release announcing that the Issuers priced the previously announced offering of $650.0 million aggregate principal amount of 9.250% senior notes due 2031 (the “Notes”) at an offering price equal to 100% of the principal thereof. The offering of the Notes is expected to be completed on or about October 27, 2025, subject to customary closing conditions. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, absent such registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. | ||
By: | Ferrellgas, Inc., its general partner | |
Date: October 17, 2025 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||
FERRELLGAS PARTNERS FINANCE CORP. | ||
Date: October 17, 2025 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer, President, and Sole Director | ||
FERRELLGAS, L.P. | ||
By: | Ferrellgas, Inc., its general partner | |
Date: October 17, 2025 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer and President | ||
FERRELLGAS FINANCE CORP. | ||
Date: October 17, 2025 | By: | /s/ Tamria A. Zertuche |
Chief Executive Officer, President, and Sole Director | ||
Exhibit 99.1
FERRELLGAS, L.P. ANNOUNCES PRICING OF SENIOR NOTES OFFERING
Liberty, MO, October 17, 2025 (GLOBE NEWSWIRE) – Ferrellgas, L.P. (the “Company”) and its wholly-owned subsidiary Ferrellgas Finance Corp. (together with the Company, the “Issuers”) announced today that the Issuers priced an offering of $650.0 million aggregate principal amount of 9.250% senior notes due 2031 (the “Notes”) at an offering price equal to 100% of the principal thereof. The offering of the Notes is expected to close on or about October 27, 2025, subject to customary closing conditions.
The Notes will be senior obligations of the Issuers and will be guaranteed on a senior unsecured basis by Ferrellgas, Inc., and each existing and future subsidiary of the Company, subject to certain exceptions. The Issuers intend to use the net proceeds received from the offering of the Notes, together with cash on hand, to redeem all of the Issuers’ 5.375% Senior Notes due 2026 (the “2026 Notes”). The redemption of the 2026 Notes is conditioned upon the completion of the proposed offering of Notes and entry into an amendment to the credit agreement governing the Company’s existing revolving credit facility.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, the Notes, the 2026 Notes or any other securities, nor shall there be any offer or sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale is unlawful. This press release does not constitute a notice of redemption under the indenture governing the 2026 Notes.
About Ferrellgas
Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., and subsidiaries, serves propane customers in all 50 states, the District of Columbia, and Puerto Rico.
Cautionary Notes Regarding Forward Looking Statements
Statements included in this release concerning current estimates, expectations, projections about future results, performance, prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are forward-looking statements as defined under federal securities laws. These statements often use words such as “anticipate,” “believe,” “intend,” “plan,” “projection,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” or the negative of those terms or other variations of them or comparable terminology. A variety of known and unknown risks, uncertainties and other factors could cause results, performance, and expectations to differ materially from anticipated results, performance, and expectations, including the effect of weather conditions on the demand for propane; the prices of wholesale propane, motor fuel and crude oil; disruptions to the supply of propane; competition from other industry participants and other energy sources; energy efficiency and technology advances; significant delays in the collection of accounts or notes receivable; customer, counterparty, supplier or vendor defaults; changes in demand for, and production of, hydrocarbon products; inherent operating and litigation risks in gathering, transporting, handling and storing propane; costs of complying with, or liabilities imposed under, environmental, health and safety laws; the impact of pending and future legal proceedings; the interruption, disruption, failure or malfunction of our information technology systems including due to cyber-attack; economic and political instability, particularly in areas of the world tied to the energy industry, including the ongoing conflicts between Russia and Ukraine and in the Middle East; disruptions in the capital and credit markets, related to the evolving global tariff environment or otherwise; and access to available capital to meet our operating and debt-service requirements; and the anticipated completion of a refinancing. These risks, uncertainties, and other factors also include those discussed in the Annual Report on Form 10 K of Ferrellgas Partners, L.P., Ferrellgas, L.P., Ferrellgas Partners Finance Corp., and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2025, and in other documents filed from time to time by these entities with the Securities and Exchange Commission. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof. Ferrellgas disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
Contacts
Investor Relations – InvestorRelations@ferrellgas.com
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