Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Date of Report (Date of Earliest Event Reported): June 14, 2023

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Ferrellgas Partners, L.P.

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(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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Not Applicable

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)

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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 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)

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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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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:

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☐  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))

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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).

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Ferrellgas Partners, L.P.

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Emerging growth company ☐

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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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Ferrellgas Partners Finance Corp.

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Emerging growth company ☐

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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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Ferrellgas, L.P.

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Emerging growth company ☐

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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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Ferrellgas Finance Corp.

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Emerging growth company ☐

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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 2.02 Results of Operations and Financial Condition.

 

The information included in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.

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Item 7.01 Regulation FD Disclosure.

 

On June 14, 2023, Ferrellgas Partners, L.P. (OTC Pink: “FGPR”) (“Ferrellgas”) issued a press release regarding its financial results for the third fiscal quarter ended April 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On Wednesday, June 14, 2023, the Company will conduct a teleconference on the Internet at https://edge.media-server.com/mmc/p/m5rtuq5d to discuss the results of operations for the third fiscal quarter ended April 30, 2023. The webcast of the teleconference will begin at 8:30 a.m. Central Time (9:30 a.m. Eastern Time). Questions may be submitted via the investor relations e-mail box at [e-mail].

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Item 9.01             Financial Statements and Exhibits

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Exhibit 99.1 — Press release of Ferrellgas Partners, L.P. dated June 14, 2023, reporting its financial results for the third fiscal quarter ended April 30, 2023.

 

Limitation on Materiality and Incorporation by Reference

The information in this Current Report on Form 8-K related to Items 2.02 and 7.01, including Exhibit 99.1 furnished herewith, is being furnished to the SEC pursuant to Item 2.02 and Item 7.01 of Form 8-K and is not deemed to be "filed" with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, such information is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference.

 

The furnishing of particular information in this Current Report, including Exhibit 99.1 furnished herewith, pursuant to Item 7.01 of Form 8-K is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD of the Exchange Act.

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Exhibit No.		Description
99.1		Press release of Ferrellgas Partners, L.P. dated June 14, 2023, reporting its financial results for the third fiscal quarter ended April 30, 2023.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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
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Date: June 14, 2023	By:	/s/ Michael E. Cole
​	​	Chief Financial Officer
​	​	(Principal Financial and Accounting Officer)
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​	FERRELLGAS PARTNERS FINANCE CORP.
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Date: June 14, 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: June 14, 2023	By:	/s/ Michael E. Cole
​	​	Chief Financial Officer
​	​	(Principal Financial and Accounting Officer)
​	​	​
​	​
​	FERRELLGAS FINANCE CORP.
​	​	​
Date: June 14, 2023	By:	/s/ Michael E. Cole
​	​	Chief Financial Officer
​	​	(Principal Financial and Accounting Officer)
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