Current Report Filing (8-k)

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UNITED STATES

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): March 6, 2023

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Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

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Delaware		001-11331		43-1698480
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)

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One Liberty Plaza,	​	​
Liberty, Missouri		64068
(Address of principal executive offices)		(Zip Code)

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Registrant’s telephone number, including area code: 816-792-1600

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n/a

Former name or former address, if changed since last report

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Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

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Delaware		333-06693-02		43-1742520
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)

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​	​	​
One Liberty Plaza	​	​
Liberty, Missouri		64068
(Address of principal executive offices)		(Zip Code)

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Registrant’s telephone number, including area code: 816-792-1600

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n/a

Former name or former address, if changed since last report

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Ferrellgas, L.P.

(Exact name of registrant as specified in its charter)

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Delaware		000-50182		43-1698481
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)

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​	​	​
One Liberty Plaza	​	​
Liberty, Missouri		64068
(Address of principal executive offices)		(Zip Code)

​

Registrant’s telephone number, including area code: 816-792-1600

​

n/a

Former name or former address, if changed since last report

​

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​

Ferrellgas Finance Corp.

(Exact name of registrant as specified in its charter)

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​	​	​	​	​
Delaware		000-50183		14-1866671
(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)

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​	​	​
One Liberty Plaza,	​	​
Liberty, Missouri		64068
(Address of principal executive offices)		(Zip Code)

​

Registrant’s telephone number, including area code: 816-792-1600

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n/a

Former name or former address, if changed since last report

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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. ☐

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A	​	N/A	​	N/A

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 6, 2023, Joe Eby was appointed to the Board of Directors (the “Board”) of Ferrellgas, Inc., the general partner (the “General Partner”) of Ferrellgas Partners, L.P. and Ferrellgas, L.P., effective immediately.​

Mr. Eby is the President and Chief Operating Officer of Bickford Senior Living (the “Company”), which owns and operates over 3,000 units of independent, assisted and memory care communities in 11 states. As one of the Company’s founders, Mr. Eby oversees daily operations and under his leadership, the Company has grown into a multi-state, multi-location regional provider. He serves on the Board of Directors for Argentum, a national association for the senior living industry, and is an executive board member of the American Seniors Housing Association. Mr. Eby holds a bachelor’s degree in Business Administration from Mid-America Nazarene University. He is also a graduate of Stagen Leadership Academy, a leadership program committed to long-term personal development and use of organizational platforms for positive impact.

The Board affirmatively determined that Mr. Eby is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines of the General Partner.

Mr. Eby was not selected as a director pursuant to any arrangement or understanding between Mr. Eby and any other person. Mr. Eby is not expected to be appointed to any committee of the Board at the time of the filing of this report.

There is no transaction, nor is there any currently proposed transaction, which requires disclosure under Item 404(a) of Regulation S-K in connection with Mr. Eby’s appointment to the Board.

Mr. Eby will participate in the customary compensation and indemnification arrangements for members of the Board as described in the registrants’ Annual Report on Form 10-K, filed on September 30, 2022.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each 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.
​	By:	Ferrellgas, Inc., its general partner
​	​	​
Date: March 10, 2023	By:	/s/ Michael E. Cole
​	​	Chief Financial Officer
​	​	(Principal Financial and Accounting Officer)
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​	FERRELLGAS PARTNERS FINANCE CORP.
​	​	​
Date: March 10, 2023	By:	/s/ Michael E. Cole
​	​	Chief Financial Officer
​	​	(Principal Financial and Accounting Officer)
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​	FERRELLGAS, L.P.
​	By:	Ferrellgas, Inc., its general partner
​	​	​
Date: March 10, 2023	By:	/s/ Michael E. Cole
​	​	Chief Financial Officer
​	​	(Principal Financial and Accounting Officer)
​	​	​
​	FERRELLGAS FINANCE CORP.
​	​	​
Date: March 10, 2023	By:	/s/ Michael E. Cole
​	​	Chief Financial Officer
​	​	(Principal Financial and Accounting Officer)

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