Ferrellgas Partners, L.P. (NYSE:FGP) Files An 8-K Regulation FD Disclosure
Item 7.01
On December 21, 2020, Ferrellgas Partners, L.P. (the “Company”) and Ferrellgas Partners Finance Corp. (“Partners Finance” and, together with the Company, the “Holdco Entities”) commenced a solicitation of votes on a pre-packaged joint plan of reorganization (the “Plan”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) from (i) holders of the 8.625% Senior Notes due 2020 co-issued by the Company and Partners Finance (the “2020 Notes”) and (ii) holders of the Company’s existing common units (the “Existing Common Units”).
A copy of the disclosure statement relating to the solicitation (the “Disclosure Statement”), which has been distributed to holders of the 2020 Notes and holders of the Existing Common Units, is attached as Exhibit 99.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K is not a solicitation of votes to accept or reject the Plan or an offer to sell securities of the Holdco Entities. Any solicitation of votes or offer to sell or solicitation of an offer to buy any securities of the Holdco Entities will be made only to and in accordance with the Disclosure Statement. The information included in this Form 8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
Statements included in this Current Report on Form 8-K may constitute forward-looking statements. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. 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. These statements often discuss plans, strategies, events or developments that we expect or anticipate will or may occur in the future and are based upon the beliefs and assumptions of our management and on the information currently available to them.
There can be no assurances that the Plan will receive the requisite votes in favor of the Plan for purposes of confirmation to the Bankruptcy Code.
We continue to experience financial, business, operational and reputational risks that could materially affect our present expectations and projections. For additional information regarding known material factors that could cause our actual results to differ from those contained in or implied by forward-looking statements, please see the section entitled “Risk Factors” in Ferrellgas’ Annual Report on Form 10-K for the year ended July 31, 2020, filed with the Securities and Exchange Commission on October 15, 2020.
You are cautioned not to place undue reliance on forward-looking statements, which are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by law.
(d) Exhibits.
| 99.1 | Disclosure Statement Relating to the Prepackaged Chapter 11 Plan of Reorganization for Ferrellgas Partners, L.P. and Ferrellgas Partners Finance Corp. |
FERRELLGAS PARTNERS L P Exhibit
EX-99 2 tm2039038d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE x In re: : Chapter 11 : FERRELLGAS PARTNERS,…
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About Ferrellgas Partners, L.P. (NYSE:FGP)
Ferrellgas Partners, L.P. is engaged in the retail distribution of propane and related equipment sales, and midstream operations, which include crude oil logistics. The Company’s segments include propane and related equipment sales, midstream operations-crude oil logistics, and corporate and other. The propane and related equipment sales segment consists of the distribution of propane and related equipment and supplies. The midstream operations-crude oil logistics segment is engaged in providing crude oil transportation and logistics services. The corporate and other segment includes midstream operations-water solutions. The Company’s two subsidiaries include Ferrellgas Partners Finance Corp. and the operating partnership. Its general partner performs all management functions for the Company and holds general partner interest in Ferrellgas Partners and the operating partnership. It is a distributor of propane and related equipment and supplies to customers in the United States.
