Remains Independent, Employee-Owned Company Committed to Serving Customers
Operations to Continue as Usual with Ample Liquidity to Meet Obligations
OVERLAND PARK, Kan., Dec. 11, 2020 (GLOBE NEWSWIRE) — Ferrellgas Partners, L.P. (OTC:FGPR) (together with its operating partnership, Ferrellgas, L.P., and subsidiaries, “Ferrellgas”) today announced it has entered into an important agreement with a substantial majority of its noteholders that enables Ferrellgas to continue to be an employee-owned enterprise and move forward with a stronger balance sheet.
James E. Ferrell, Chairman of the Ferrellgas Board of Directors, Interim President and Chief Executive Officer, said, “Today, we are announcing great news for Ferrellgas. We have a reached an agreement with a substantial majority of our noteholders that will preserve our almost 100-year-old history and maintain ownership by our nearly 5,000 global employees. This deal will permit us to preserve and grow our enterprise as we continue to sell our products in all fifty U.S. states and Puerto Rico, while remaining a Midwest-based and employee-owned business.”
The Transaction Support Agreement (“TSA”) executed between the Company’s parent master limited partnership, Ferrellgas Partners, L.P. (the “Parent MLP”), Ferrellgas Partners Finance Corp. (“Parent Finance”), and its noteholders will permit Ferrellgas to remain an independent, employee-owned business under current management while restructuring substantially all of its debt. Importantly, the restructuring will have no impact on Ferrellgas’ operations, will not inhibit Ferrellgas’ ability to provide propane to its almost 800,000 customers throughout the United States and Puerto Rico, and will allow its premier Blue Rhino tank exchange business to continue to expand beyond the current 60,000 selling locations.
Ferrellgas will continue to satisfy all its obligations to employees, vendors, suppliers and other partners without interruption. While operations continue as normal, pursuant to the transactions contemplated in the TSA, the debt of the Parent MLP and Parent Finance will be eliminated, approximately $1.5 billion of debt of the operating partnership will be refinanced, and over $1 billion of new capital will be raised by the operating partnership.
According to Mr. Ferrell, “This agreement is an important milestone to allow us to eliminate debt overhang, strengthen our financial position, and partner with our institutional noteholders that recognize the value and growth potential in our enterprise. Importantly, this deal will permit our current management to implement the necessary business plans to grow our enterprise for the benefit of our employee-owners and other stakeholders. All of this will be accomplished without any disruption to our operations.”
To implement the TSA, the Parent MLP (Ferrellgas Partners, L.P.) and Parent Finance, which have no employees and no operations, intend to file a “prepackaged” Chapter 11 case in several weeks. The operating partnership (Ferrellgas, L.P.) will not be filing for Chapter 11, will not be impacted by the Parent MLP’s Chapter 11 filing, and will operate as usual throughout the financial restructuring process. Ferrellgas intends to move through this process quickly and efficiently.
Additional details regarding the TSA are included in the Company’s Form 8-K filed with the Securities and Exchange Commission.
Squire Patton Boggs is serving as legal counsel to Ferrellgas and Moelis & Company LLC is serving as financial advisor. Davis Polk & Wardwell LLP and Ducera Partners are advising the ad hoc noteholder group.
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, 2020. 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 included in this press release 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. The successful consummation of the transactions contemplated by the TSA are subject to various conditions, including the successful negotiation of definitive documentation and other conditions that are not within the control of the Company. There can be no assurances that the Company or any of its affiliates will be able to successfully negotiate or implement the transactions contemplated by the TSA, or if they are able to do so, that such negotiation or implementation will be consistent with the terms described herein. 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 the Company’s 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.