Ferrellgas Partners, L.P. (NYSE:FGP) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On January23, 2017, Ferrellgas Partners, L.P. and Ferrellgas
Partners Finance Corp. announced their intention to commence a
private placement to eligible purchasers of $150 million in
aggregate principal amount of their 85/8 Senior Notes due 2020
(the Offering). See Item 8.01 below. The securities to be offered
in the Offering 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 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 Form8-K does not constitute an offer to sell or a
solicitation of an offer to buy any securities.
Under this Item 7.01, Ferrellgas Partners, L.P., Ferrellgas
Partners Finance Corp., Ferrellgas, L.P. and Ferrellgas Finance
Corp. (collectively, the Registrants) are furnishing certain
information that is included in the offering memorandum for the
Offering. This information is being furnished to Item 7.01 of
Form8-K and is not deemed to be filed with the Securities and
Exchange Commission for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that section. In addition, such
information is not to be incorporated by reference into any
registration statement of any of the Registrants or any other
filings made by any of the Registrants to the Securities Act or
the Exchange Act, unless specifically identified as being
incorporated therein by reference. The furnishing of particular
information in this Current Report on Form8-K to Item 7.01 of
Form8-K is not intended to, and does not, constitute a
determination or admission by any of the Registrants as to the
materiality of any such information or that any such information
includes material information that is not otherwise publicly
available.
The following information should be read together with the
information contained in the Registrants Annual Report on
Form10-K for the fiscal year ended July31, 2016 (the 2016 10-K)
and Quarterly Report on Form10-Q for the quarterly period ended
October31, 2016 (the 2017 First Quarter 10-Q), including the
historical consolidated financial statements and related notes
included therein and the information set forth therein under the
headings Managements Discussion and Analysis of Financial
Condition and Results of Operations and Risk Factors.
As used herein, the terms we, us and our refer to Ferrellgas
Partners, L.P. together with its consolidated subsidiaries,
including Ferrellgas, L.P., its operating partnership.
Recent Developments Factors Affecting the Quarter
Ending January31, 2017
The quarter ending January31, 2017 has not yet concluded and,
accordingly, our results of operations for such period are not
yet available. The statements below relating to factors affecting
the quarter ending January31, 2017 reflect our current
expectations for such period based on information available as of
the date of this Current Report on Form8-K.
Propane and Related Equipment Sales
Weather conditions have a significant impact on demand for
propane for heating purposes during the months of Novemberthrough
March(the winter heating season). Accordingly, the volume of
propane used by our customers for this purpose is directly
affected by the severity of the winter weather in the regions we
serve and can vary substantially from year to year. In any given
region, sustained warmer-than-normal temperatures in the winter
heating season will tend to result in reduced propane usage,
while sustained colder-than-normal temperatures in the winter
heating season will tend to result in greater usage. The
temperatures experienced in the Continental United States during
the second quarter of fiscal 2017 through January14, 2017 have
been 10% warmer than normal and 9% colder than the corresponding
period within the second quarter of fiscal 2016, which was
determined to have been one of the warmest winters on record.
Midstream Operations
For the quarter ending January31, 2017, we anticipate a minimal
contribution to Operating Income and EBITDA from our Midstream
Operations segment. As discussed in the 2016 10-K and the 2017
First Quarter 10-Q, we terminated our relationship with Jamex
Marketing, LLC (Jamex) on September1, 2016 and do not expect any
material contribution to revenue or EBITDA from Jamex or our
Midstream Operations segments largest customer for the quarter
ending January31, 2017 or in the future. Additionally, the
continued, sustained decline in crude oil prices and resulting
decrease in crude oil production in the regions in which we
operate continued to significantly impact our trucking and rail
operations during the first quarter of fiscal 2017, a trend we
anticipate will continue in the second quarter of fiscal 2017,
full year fiscal 2017 and beyond. As a result, we expect to
experience a decline in future
cash flows from operations from our Midstream Operations
segment overall, as well as from individual asset groups within
this segment.
The foregoing expectations are based solely on information
available to us as of the date of this Current Report on
Form8-K and are inherently uncertain and subject to change due
to a variety of business, economic and competitive risks and
uncertainties, many of which are not within our control, and we
undertake no obligation to update this information. Our
expectations contained in this Current Report on Form8-K are
forward looking statements. Actual results remain subject to
the completion of the second quarter of fiscal 2017 on
January31, 2017, managements and the audit committees reviews
and our other quarterly financial closing procedures and the
completion of the preparation of our interim consolidated
financial statements. Our consolidated financial statements and
related notes as of and for the quarter ending January31, 2017
will not be filed with the Securities and Exchange Commission
until we file our Quarterly Report on Form10-Q for the
quarterly period ending January31, 2017.
For additional discussion of forward-looking statements and
factors that may affect forward-looking statements, see
Forward-looking Statements and Risk Factors in the 2016 10-K
and Managements Discussion and Analysis of Financial Condition
and Results of OperationsForward-looking Statements and Risk
Factors in the 2017 First Quarter 10-Q.
Item 8.01 Other Events.
On January23, 2017, Ferrellgas Partners, L.P. and Ferrellgas
Partners Finance Corp. issued a press release announcing their
intention to commence the Offering. A copy of the press release
is filed as Exhibit99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
ExhibitNumber |
|
Description |
|
99.1 |
Press Release dated January23, 2017. |
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.
