Ferrellgas Partners, L.P. (NYSE:FGP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2020, Ferrellgas, Inc. (the “General Partner”) entered into a Change in Control Retention Bonus Letter Agreement (the “CIC Bonus Agreement”) with each of William E. Ruisinger, Chief Financial Officer and Treasurer, Bryan J. Wright, Senior Vice President and Chief Operating Officer and Tamria A. Zertuche, Senior Vice President and Chief Information Officer (collectively, the “Named Executive Officers”).
to the terms of each CIC Bonus Agreement, commencing on April 24, 2020 and continuing through the date of consummation of a “change in control” (as defined in the CIC Bonus Agreement) that occurs on or prior to April 30, 2021 (the “Retention Period”), the General Partner will pay a change in control retention bonus in an amount equal to 1.5 times each Named Executive Officer’s current base compensation rate, less applicable withholdings and deductions required by law (the “Change in Control Retention Bonus”). Eligibility to receive the Change in Control Retention Bonus requires that the Change in Control occurs during the Retention Period and that the Named Executive Officer is employed on a continuous basis through the date of consummation of a Change in Control that occurs during the Retention Period.
For purposes of the CIC Bonus Agreement, “change in control” means, in summary, the occurrence of (i) acquisition by any person or group of persons (excluding the General Partner or its subsidiaries or any related employee benefit plan) of 33% or more of the combined voting power of the General Partner’s outstanding securities, (ii) the consummation of a merger or consolidation of the General Partner or any direct or indirect subsidiary of the General Partner with any other corporation or other entity (subject to certain exceptions, including a merger or consolidation involving a related party), (iii) approval of a plan of liquidation or winding up of the General Partner or agreement for sale or disposition of all of the General Partner’s assets (excluding sales to related parties), (iv) a change in the majority of the board of directors of the General Partner, (v) Ferrell Companies, Inc. ceases to beneficially own 51% of the economic interests in the capital stock of the General Partner, (vi) the General Partner ceases to manage and control Ferrellgas Partners, L.P. (the “Partnership”) and Ferrellgas, L.P. (the “Operating Partnership”), (vii) the Partnership ceases to control 100% of the Operating Partnership, and (viii) a change in control or similar event to the terms of any indebtedness of the General Partner, the Partnership or the Operating Partnership.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective as of April 24, 2020, the Partnership, as the sole limited partner of the Operating Partnership, and its General Partner, in its capacity as the general partner of the Operating Partnership, entered into a Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. (the “Fourth Partnership Agreement”), amending and restating in its entirety the Operating Partnership’s Third Amended and Restated Agreement of Limited Partnership dated as of April 7, 2004, as thereafter amended (as amended, the “Current Partnership Agreement”).
The primary changes to the Current Partnership Agreement effected by the Fourth Partnership Agreement include: (i) authorizing the Operating Partnership to admit two additional general partners, each of which is a separate Delaware limited liability company controlled by Ferrell Companies, Inc.; (ii) providing for the manner in which multiple general partners manage the Operating Partnership, including by majority vote of the general partners; (iii) conforming changes to reflect the addition of multiple general partners; and (iv) establishing authority for the issuance of “blank check” Operating Partnership securities, which may be authorized by the Operating Partnership\’s general partners for any partnership purpose, which securities may be issued from time to time in one or more classes, or one or more series, with such designations, preference and relative, participating, optional or other special rights, powers and duties as the general partners may determine.
The foregoing description of the changes effected by the Fourth Partnership Agreement is only a summary and is qualified in its entirety by reference to the Fourth Partnership Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
Item 7.01 Regulation FD Disclosure.
The two new Delaware limited liability companies controlled by Ferrell Companies, Inc., who become general partners under the Fourth Partnership Agreement referenced in Item 5.03 above, will serve as guarantors on a first lien, senior secured basis under the indenture for the existing 10.000% Senior Secured First Lien Notes due 2025 previously issued by the Operating Partnership and Ferrellgas Finance Corp.
Item 9.01 Financial Statements and Exhibits.
|3.1||Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. dated as of April 24, 2020.|
FERRELLGAS PARTNERS L P Exhibit
EX-3.1 2 tm2016809d1_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FERRELLGAS,…
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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.