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): December 20, 2019
Ferrellgas Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware |
001-11331 |
43-1698480 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
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of incorporation) |
File Number) |
Identification No.) |
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7500 College Blvd., Suite 1000, Overland Park, Kansas |
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66210 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
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)
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Delaware |
333-06693-02 |
43-1742520 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
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of incorporation) |
File Number) |
Identification No.) |
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7500 College Blvd., Suite 1000, Overland Park, Kansas |
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66210 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
n/a
Former name or former address, if changed since last report
Ferrellgas, L.P.
(Exact name of registrant as specified in its charter)
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Delaware |
000-50182 |
43-1698481 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
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of incorporation) |
File Number) |
Identification No.) |
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7500 College Blvd., Suite 1000, Overland Park, Kansas |
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66210 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
n/a
Former name or former address, if changed since last report
(Exact name of registrant as specified in its charter)
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Delaware |
000-50183 |
14-1866671 |
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(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
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of incorporation) |
File Number) |
Identification No.) |
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7500 College Blvd., Suite 1000, Overland Park, Kansas |
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66210 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 913-661-1500
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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Units |
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FGP |
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New York Stock Exchange |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Ferrellgas Partners, L.P. (the “Company”) today announced its intention to voluntarily delist its common units from the New York Stock Exchange (the “NYSE”).
This announcement follows the Company’s receipt of notice from the NYSE that the Company is not in compliance with the continued listing standards and, as a result, has been subject to the procedures outlined in Sections 801 and 802 of the NYSE Listed Company Manual (see the Company's Current Report on Form 8-K filed July 26, 2019).
The Company has been evaluating its options with respect to its NYSE listing and after much discussion and deliberation, the Board of Directors approved a resolution authorizing the Company to voluntarily delist from the NYSE for an indefinite period of time. The Company believes the delisting from the NYSE will be a temporary event. Further, it is the Company’s position that as it resolves its balance sheet issues, which the Company is attending to with its financial and legal advisors, the issues causing the delisting likewise should be resolved.
As such, the Company has notified the NYSE of its intent to voluntarily delist its common stock from the NYSE. The Company currently anticipates that it will file with the Securities and Exchange Commission a Form 25 relating to the delisting of its common units on or about December 30, 2019, and anticipates that the delisting of its common units will become effective on or about January 9, 2020. The Company has complied with all applicable state and federal securities laws in connection with the delisting. The Company does not expect the delisting to have any adverse effects on its business operations.
The Company intends to apply to have its common units quoted on the OTCQB tier of the OTC Markets. The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Item 7.01 Regulation FD Disclosure
On December 20, 2019, Ferrellgas Partners, L.P. issued a press release regarding its voluntary delisting from the NYSE. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 — Press release of Ferrellgas Partners, L.P. dated December 20, 2019, regarding its voluntary delisting from the NYSE.
Exhibit Index
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Exhibit No. |
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Description |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Ferrellgas Partners, L.P. |
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Date: December 20, 2019 |
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By: |
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/s/ William E. Ruisinger |
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Chief Financial Officer |
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Ferrellgas Partners Finance Corp. |
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Date: December 20, 2019 |
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By: |
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/s/ William E. Ruisinger |
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Chief Financial Officer and Sole Director |
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Ferrellgas, L.P. |
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Date: December 20, 2019 |
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By: |
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/s/ William E. Ruisinger |
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Chief Financial Officer |
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Ferrellgas Finance Corp. |
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Date: December 20, 2019 |
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By: |
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/s/ William E. Ruisinger |
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Chief Financial Officer and Sole Director |
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Exhibit 99.1
FERRELLGAS PARTNERS, L.P. ANNOUNCES INTENTION TO VOLUNTARY DELIST FROM NYSE, APPLIES TO HAVE UNITS TRADE ON OTCQB
OVERLAND PARK, December 20, 2019 /GLOBE NEWSWIRE/ – Ferrellgas Partners, L.P. (NYSE: FGP) (the “Company”) today announced its intention to voluntarily delist its common units from the New York Stock Exchange (“NYSE”).
This announcement follows the Company’s receipt of notice from the NYSE that the Company is not in compliance with the continued listing standards and, as a result, has been subject to the procedures outlined in Sections 801 and 802 of the NYSE Listed Company Manual (see the Company's news release dated July 26, 2019).
The Company has been evaluating its options with respect to its NYSE listing and after much discussion and deliberation, the Board of Directors approved a resolution authorizing the Company to voluntarily delist from the NYSE for an indefinite period of time. The Company believes the delisting from the NYSE will be a temporary event. Further, it is the Company’s position that as it resolves its balance sheet issues, which the Company is attending to with its financial and legal advisors, the issues causing the delisting likewise should be resolved.
As such, the Company has notified the NYSE of its intent to voluntarily delist its common stock from the NYSE. The Company currently anticipates that it will file with the Securities and Exchange Commission a Form 25 relating to the delisting of its common units on or about December 30, 2019, and anticipates that the delisting of its common units will become effective on or about January 9, 2020. The Company does not expect the delisting to have any adverse effects on its business operations.
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The Company intends to apply to have its common units quoted on the OTCQB tier of the OTC Markets. The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.
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. Ferrellgas employees indirectly own 22.8 million common units of the partnership, through an employee stock ownership plan. Ferrellgas Partners, L.P. filed a Form 10-K with the Securities and Exchange Commission on October 15, 2019. Investors can request a hard copy of this filing free of charge and obtain more information about the partnership online at www.ferrellgas.com.
Forward Looking Statements
Statements in this release concerning expectations for the future are forward-looking statements. 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. These risks, uncertainties, and other factors include those discussed in the Form 10-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P., and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2019, and in other documents filed from time to time by these entities with the Securities and Exchange Commission.
Contacts
Investor Relations – InvestorRelations@ferrellgas.com
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