Bond Ferrelgas LP 6.75% ( US315292AR32 ) in USD

Issuer Ferrelgas LP
Market price 100 %  ▼ 
Country  United States
ISIN code  US315292AR32 ( in USD )
Interest rate 6.75% per year ( payment 2 times a year)
Maturity 14/06/2023 - Bond has expired



Prospectus brochure of the bond Ferrellgas Partners US315292AR32 in USD 6.75%, expired


Minimal amount 2 000 USD
Total amount 499 985 000 USD
Cusip 315292AR3
Standard & Poor's ( S&P ) rating C ( Default imminent with little prospect for recovery )
Moody's rating NR
Detailed description Ferrellgas Partners, L.P. is a propane distribution company operating across the United States, providing propane services to residential, commercial, and industrial customers.

The Bond issued by Ferrelgas LP ( United States ) , in USD, with the ISIN code US315292AR32, pays a coupon of 6.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/06/2023

The Bond issued by Ferrelgas LP ( United States ) , in USD, with the ISIN code US315292AR32, was rated NR by Moody's credit rating agency.

The Bond issued by Ferrelgas LP ( United States ) , in USD, with the ISIN code US315292AR32, was rated C ( Default imminent with little prospect for recovery ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-210534
PROSPECTUS
Ferrellgas, L.P.
Ferrellgas Finance Corp.
OFFER TO EXCHANGE
$500,000,000 of outstanding 6.75% Senior Notes due 2023
that have not been registered under the Securities Act of 1933
for
$500,000,000 of 6.75% Senior Notes due 2023
that have been registered under the Securities Act of 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM, NEW YORK
CITY TIME, ON JUNE 30, 2016, UNLESS WE EXTEND THE OFFER
We are offering, on the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange all $500.0 million
in aggregate principal amount of our unregistered 6.75% Senior Notes due 2023 originally issued on June 8, 2015, which we refer to as the unregistered
notes, for $500.0 million in aggregate principal amount of our registered 6.75% Senior Notes due 2023, which we refer to as the exchange notes. We
will accept for exchange all outstanding unregistered notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange
offer. You may withdraw tenders of unregistered notes at any time prior to the expiration of the exchange offer. The terms of the exchange notes to be
issued will be identical in all material respects to those of the outstanding unregistered notes, except that the exchange notes do not have any transfer
restrictions, registration rights or provisions for additional interest.
The exchange of unregistered notes for exchange notes will not be a taxable exchange for U.S. federal income tax purposes. We will not receive
any cash proceeds from the exchange offer.
There is no established trading market for the unregistered notes. We do not intend to apply for listing of the exchange notes on any securities
exchange or quotation on any quotation system.
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act of 1933, as amended (the "Securities Act"), in connection with any resale of such exchange
notes. The letter of transmittal states that by so acknowledging and by delivering such a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of exchange notes received in exchange for unregistered notes where such unregistered notes were acquired by
such broker-dealer as a result of market-making or other trading activities. Please note that this prospectus may not meet the requirements of the SEC
for a resale prospectus for all purposes and may require additional information. See "The exchange offer--Resales of exchanges notes." We have agreed
that, for a period ending on the earlier of 180 days after the date of this prospectus and the date on which a broker-dealer is no longer required to deliver
a prospectus, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of distribution."
See "Risk factors" beginning on page 10 of this prospectus for a discussion of risks you should consider before
you participate in the exchange offer.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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The date of this prospectus is June 1, 2016
Table of Contents
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ABOUT THIS PROSPECTUS

i

FORWARD-LOOKING STATEMENTS

ii

PROSPECTUS SUMMARY

1

SUMMARY OF THE EXCHANGE OFFER

3

SUMMARY DESCRIPTION OF THE EXCHANGE NOTES

7

RISK FACTORS
10

THE EXCHANGE OFFER
16

DESCRIPTION OF OTHER INDEBTEDNESS
27

DESCRIPTION OF THE EXCHANGE NOTES
30

BOOK-ENTRY; DELIVERY AND FORM
84

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
88

PLAN OF DISTRIBUTION
89

LEGAL MATTERS
91

EXPERTS
91

WHERE YOU CAN FIND MORE INFORMATION
92

INCORPORATION OF DOCUMENTS BY REFERENCE
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ABOUT THIS PROSPECTUS
YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND THE DOCUMENTS WE HAVE INCORPORATED BY REFERENCE AS
DESCRIBED UNDER THE SECTION ENTITLED "WHERE YOU CAN FIND MORE INFORMATION." WE ARE NOT MAKING AN OFFER OF
THESE SECURITIES IN ANY STATE WHERE SUCH OFFER OR SALE IS NOT PERMITTED.
You should rely only on the information contained in this prospectus and the documents we have incorporated by reference. We have not
authorized anyone to provide you with different information. You should not assume that the information provided by this prospectus or the documents
we have incorporated by reference is accurate as of any date other than the date of the respective document.
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT US THAT HAS NOT BEEN
INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. WE WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY SUCH INFORMATION. REQUESTS FOR SUCH
COPIES SHOULD BE DIRECTED TO: FERRELLGAS, INC., INVESTOR RELATIONS, 7500 COLLEGE BOULEVARD, SUITE 1000,
OVERLAND PARK, KANSAS 66210; TELEPHONE NUMBER: 913-661-1500. TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THIS
INFORMATION NO LATER THAN FIVE BUSINESS DAYS BEFORE THE EXPIRATION DATE OF THE EXCHANGE OFFER.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents we have incorporated herein by reference include 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. In particular, statements, express or implied, concerning our future operating results or our ability to generate sales, income or cash flow are
forward-looking statements.
Forward-looking statements are not guarantees of performance. You should not put undue reliance on any forward-looking statements. All
forward-looking statements are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially from those
expressed in or implied by these forward-looking statements. Many of the factors that will affect our future results are beyond our ability to control or
predict.
Some of our forward-looking statements include the following:
·
that we will continue to have sufficient access to capital markets at yields acceptable to us to support our expected growth expenditures
and refinancing of debt maturities;
·
that Ferrellgas Partners, L.P. and Ferrellgas, L.P. will continue to meet all of the quarterly financial tests required by the agreements
governing their indebtedness; and
·
that our future capital expenditures and working capital needs will be provided by a combination of cash generated from future
operations, existing cash balances, the secured credit facility or the accounts receivable securitization facility.
For a more detailed description of these particular forward-looking statements and for other factors that may affect any forward-looking statements,
see "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 46 of our Annual Report on Form 10-
K for the fiscal year ended July 31, 2015 and beginning on page 60 of our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
2016, which are incorporated by reference in this prospectus. See "Incorporation of documents by reference."
When considering any forward-looking statement, you should also keep in mind the risk factors set forth under the section entitled "Risk factors" in
this prospectus and in the documents incorporated by reference into this prospectus. See "Incorporation of documents by reference." Any of these risks
could impair our business, financial condition or results of operations. Any such impairment may affect our ability to make distributions or pay interest
on the principal of any of our debt securities.
Except for our ongoing obligations to disclose material information as required by federal securities laws, we undertake no obligation to update any
forward-looking statements or risk factors after the date of this prospectus.
For purposes of this prospectus, unless the context indicates otherwise:
·
when we refer to "us," "we," "our," "ours," or the "operating partnership" we mean Ferrellgas, L.P., Ferrellgas Finance Corp. and their
subsidiaries;
·
when we refer to "Ferrellgas, L.P.," we mean Ferrellgas, L.P., without its consolidated subsidiaries;
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·
when we refer to "Ferrellgas Partners," we mean Ferrellgas Partners, L.P., without its consolidated subsidiaries; and
·
when we refer to the "general partner," we mean Ferrellgas, Inc., as general partner of Ferrellgas Partners and Ferrellgas, L.P.
iii
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PROSPECTUS SUMMARY
This summary may not contain all of the information that may be important to you. You should read this summary together with this entire
prospectus and the information we have incorporated by reference to understand fully the terms of the exchange notes being offered hereunder, as well
as the tax and other considerations that are important to you in making your investment decision. You should pay special attention to "Risk factors"
beginning on page 10 of this prospectus, beginning on page 14 of our Annual Report on Form 10-K for the fiscal year ended July 31, 2015 and on
page 74 of our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2015, to determine whether an investment in the exchange
notes is appropriate for you. See "Where you can find more information" on page 92 of this prospectus. Our fiscal year end is July 31.
Our company
We are a Delaware limited partnership focused on serving propane customers in all 50 states, the District of Columbia and Puerto Rico, and
providing midstream services to major energy companies in the United States. We have two reportable operating segments: (i) propane and related
equipment sales and (ii) midstream operations.
Propane and related equipment sales
We are a leading distributor of propane and related equipment and supplies to customers in the United States as measured by the volume of our
retail sales in fiscal 2015 and a leading national provider of propane by portable tank exchange. We serve residential, industrial/commercial, portable
tank exchange, agricultural, wholesale and other customers in all 50 states, the District of Columbia and Puerto Rico. Our operations primarily include
the distribution and sale of propane and related equipment and supplies with concentrations in the Midwest, Southeast, Southwest and Northwest regions
of the United States.
Sales from propane distribution are generated principally from transporting propane purchased from third parties to propane distribution locations
and then to tanks on customers' premises or to portable propane tanks delivered to nationwide and local retailers. Sales from portable tank exchanges,
nationally branded under the name Blue Rhino, are generated through a network of independent and partnership-owned distribution outlets. Our market
areas for our residential and agricultural customers are generally rural while our market areas for our industrial/commercial and portable tank exchange
customers are generally urban.
Midstream operations--Crude oil logistics
Our crude oil logistics segment's ("Bridger") fee-based business model primarily generates income by providing crude oil transportation and
logistics services on behalf of producers and end-users of crude oil with end markets across North America. Bridger services include transportation
through its operation of a fleet of trucks, tank trailers, railcars, pipeline injection terminals, and a barge. We primarily operate in and have a presence in
all major oil and gas basins across the continental United States. Our crude oil logistics segment also enters into crude oil purchase and sales
arrangements. We manage our exposure to price fluctuations by using back-to-back contracts and financial hedging positions.
The first link in Bridger's integrated value chain is its truck transportation operations. Bridger is the largest for-hire crude oil carriers in the U.S. by
fleet size and has a presence in most domestic crude producing regions. Bridger charges producers and first purchasers of crude oil fees per barrel to
transport crude from the wellhead to takeaway outlets, which provide connectivity to end markets and generate additional fee-for-service income.
Bridger also owns or controls a number of assets connecting trucked crude volumes to downstream takeaway infrastructure, including pipeline injection
terminals,
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crude storage, rail loading and unloading facilities, new build railcars, maritime assets and pipelines. The majority of Bridger's cash flow is generated
under contracts with average remaining terms of four years.
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Midstream operations--Water solutions
Our midstream operations--water solutions segment generates revenues from treatment and disposal of salt water generated from crude oil
production operations at our salt water disposal wells and from the sale of recovered crude oil from our skimming oil process. Our facilities are located
near oil and gas production fields with high levels of crude oil and natural gas in the Eagle Ford Basin in Texas.
Our offices
The address of each of our principal offices is 7500 College Boulevard, Suite 1000, Overland Park, Kansas 66210 and the telephone number for
each is (913) 661-1533.
Ferrellgas Finance Corp.
Ferrellgas Finance Corp., co-issuer of the exchange notes offered hereby, is a Delaware corporation and a wholly owned subsidiary of
Ferrellgas, L.P. Ferrellgas Finance Corp. has nominal assets and does not, and will not in the future, conduct any operations or have any employees.
Ferrellgas Finance Corp. is acting as co-obligor of the exchange notes, so as to allow institutional investors to invest in the exchange notes if they might
not otherwise have been able to invest in our securities by reason of the legal investment laws of their states of organization or their charters because we
are a partnership. You should not expect Ferrellgas Finance Corp. to have the ability to service obligations on the exchange notes we are offering in this
prospectus.
Ratio of earnings to fixed charges
The following table sets forth our historical, consolidated ratio of earnings to fixed charges for the periods indicated:





Fiscal Year Ended July 31,
Six Months

Ended

2011 2012 2013 2014 2015 January 31, 2016
Ratio of earnings to fixed charges
0.9 1.1
2 1.5 1.5
0.8
For all of the ratios set forth above, "earnings" is the amount resulting from the sum of pre-tax income from continuing operations and fixed
charges, less capitalized interest, and "fixed charges" is the sum of interest expensed or capitalized, and amortized capitalized expenses related to
indebtedness, and an estimate of the interest within lease expense.
For the fiscal year ended July 31, 2011 and the six months ended January 31, 2016, the dollar amount of the deficiency in the fixed charge ratio
below 1.0 was $9.8 million and $14.2 million, respectively.
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SUMMARY OF THE EXCHANGE OFFER
On June 8, 2015, we issued $500.0 million aggregate principal amount of the unregistered notes in a private placement. The unregistered notes
were sold to the initial purchasers who in turn resold the unregistered notes to a limited number of qualified institutional buyers pursuant to Rule 144A
of the Securities Act and to non-U.S. persons pursuant to Regulation S of the Securities Act. On the dates the unregistered notes were issued, we and
the initial purchasers of the unregistered notes entered into a registration rights agreement in which we agreed that holders of unregistered notes would
be entitled to exchange the unregistered notes for exchange notes registered under the Securities Act but otherwise having terms identical in all material
respects to the unregistered notes. This exchange offer is intended to satisfy that obligation. After the exchange offer is completed, you will no longer
be entitled to any registration rights with respect to your unregistered notes. For additional information on the terms of the exchange offer, see "The
exchange offer."
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Unregistered notes
$500.0 million aggregate principal amount of 6.75% Senior Notes due 2023, issued on June 8, 2015.

Exchange notes
$500.0 million aggregate principal amount of 6.75% Senior Notes due 2023. The terms of the exchange
notes are substantially identical to the terms of the unregistered notes, except that the transfer restrictions,
registration rights and provisions for additional interest relating to the unregistered notes do not apply to the
exchange notes.

Exchange offer
We are offering to exchange $500.0 million aggregate principal amount of our outstanding unregistered
6.75% Senior Notes due 2023 for $500.0 million aggregate principal amount of 6.75% Senior Notes due
2023 which have been registered under the Securities Act. As of the date of this prospectus, $500.0 million
in aggregate principal amount of our unregistered 6.75% Senior Notes due 2023 are outstanding.

Outstanding unregistered notes may only be tendered in minimum denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000. The exchange notes will evidence the same debt as the unregistered
notes and will be issued under and entitled to the benefits of the same indenture, as supplemented, that
governs the unregistered notes. Holders of the unregistered notes do not have any appraisal or dissenter
rights in connection with the exchange offer.

Expiration date
The exchange offer will expire at 5:00 p.m., New York City time, on June 30, 2016, unless we decide to
extend it.

Conditions to the exchange offer
We will not be required to accept for exchange any unregistered notes and we may amend or terminate the
exchange offer if any of the following conditions or events occurs:

· the exchange offer violates applicable law or any applicable interpretation of the staff of the SEC;
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· any action or proceeding shall have been instituted or threatened which might materially impair our
ability to proceed with the exchange offer, or a material adverse development in any existing action or
proceeding with respect to us;

· any holder of unregistered notes has not made to us the representations described under "The exchange
offer--Procedures for tendering" and "Plan of distribution;" or

· all governmental approvals, which we deem necessary for the consummation of the exchange offer, have
not been obtained.

We reserve the right to waive any conditions of the exchange offer.

Resale of exchange notes
Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties that
are not related to us, we believe that the exchange notes you receive in the exchange offer may be offered
for resale, resold or otherwise transferred by you without compliance with the registration and prospectus
delivery provisions of the Securities Act so long as:

· you are not our "affiliate";

· the exchange notes are being acquired in the ordinary course of business;

· you are not participating, do not intend to participate, and have no arrangement or understanding with any
person to participate in the distribution of the exchange notes issued to you in the exchange offer; and

· if you are a broker-dealer, you will receive exchange notes for your own account in exchange for
unregistered notes that were acquired as a result of market-making activities or other trading activities and
that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any
resale of such exchange notes.

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The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot assure
you that the SEC would make similar determinations with respect to this exchange offer. If any of these
conditions are not satisfied, or if our belief is not accurate, and you transfer any exchange notes issued to
you in the exchange offer without delivering a resale prospectus meeting the requirements of the Securities
Act or without an exemption from registration of your exchange notes from those requirements, you may
incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such
liability. See "Plan of distribution."
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See "The exchange offer--Resale of exchange notes" for more information regarding resales of the
exchange notes.

Procedures for tendering unregistered
If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter
notes
of transmittal, and any other documents required by the letter of transmittal, according to the instructions
contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter
of transmittal, together with your unregistered notes and any other documents required by the letter of
transmittal, to the exchange agent at the address set forth on the cover of the letter of transmittal.

If you hold unregistered notes through The Depository Trust Company ("DTC") and wish to participate in
the exchange offer, you must comply with the Automated Tender Offer Program ("ATOP") procedures of
DTC.

Special procedures for beneficial owners
If you are a beneficial owner of unregistered notes that are held through a broker, dealer, commercial
bank, trust company or other nominee and you wish to tender such unregistered notes, you should contact
the person promptly and instruct the person to tender your unregistered notes on your behalf.

Guaranteed delivery procedures for
If you wish to tender your unregistered notes and you cannot deliver your unregistered notes, the letter of
unregistered notes
transmittal or any other documents required by the letter of transmittal or you cannot comply with DTC's
ATOP procedures prior to the expiration of the exchange offer, you must tender your unregistered notes
according to the guaranteed delivery procedures set forth under "The exchange offer--Guaranteed
delivery procedures."

Withdrawal rights; non-acceptance
You may withdraw any unregistered notes tendered in the exchange offer at any time prior to 5:00 p.m.,
New York City time, on June 30, 2016. If we decide for any reason not to accept any unregistered notes
tendered for exchange, any unaccepted unregistered notes will be returned to the registered holder or
credited to the tendering holder's account at DTC, as applicable, without expense to the holder. For further
information regarding the withdrawal of tendered unregistered notes, see "The exchange offer--
Withdrawal of tenders."
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Consequences of failure to exchange If you are eligible to participate in this exchange offer and you do not tender your unregistered notes as
described in this prospectus, you will not have any further registration rights. In that case, your unregistered
notes will continue to be subject to restrictions on transfer. As a result of the restrictions on transfer and the
availability of exchange notes, the unregistered notes are likely to be much less liquid than before the exchange
offer.

Certain U.S. federal income tax
The exchange of unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable
considerations
exchange for U.S. federal income tax purposes.
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Use of proceeds
We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.

Exchange agent for the
unregistered notes
U.S. Bank National Association will serve as the exchange agent for the exchange offer.
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SUMMARY DESCRIPTION OF THE EXCHANGE NOTES
The following is a summary of the exchange notes and is subject to a number of important exceptions and qualifications. For additional information
on the terms of the exchange notes, see "Description of the exchange notes."
The Issuers
Ferrellgas, L.P. and Ferrellgas Finance Corp.

Securities
$500.0 million aggregate principal amount of 6.75% Senior Notes due 2023.

Maturity
June 15, 2023.

Interest
Payable semi-annually in cash in arrears on June 15 and December 15 to holders of record of notes as of the
preceding June 1 and December 1, respectively, commencing on June 15, 2016. The exchange notes will accrue
interest from the last interest payment date on which interest was paid on the unregistered note surrendered in
exchange for the exchange note (i.e., December 15, 2015).

Ranking
The exchange notes will be our senior unsecured obligations. Accordingly, the exchange notes will rank:

· equal in right of payment with all of our existing and future senior indebtedness, including our secured credit
facility and $500.0 million aggregate principal amount of our 6.50% senior notes due 2021 and $475.0 million
aggregate principal amount of our 6.75% senior notes due 2022 (the "existing notes"), as well as our trade
payables;

· senior in right of payment to any of our future indebtedness that expressly provides it is subordinated to the
exchange notes;

· effectively junior to all of our existing and future secured indebtedness, including under our secured credit
facility, to the extent of the value of the assets securing such indebtedness; and

· structurally junior to all existing and future indebtedness and obligations of any of our non-guarantor
subsidiaries.

Subsidiary Guarantees
The exchange notes will be fully and unconditionally guaranteed on a senior unsecured basis by each of our
existing subsidiaries (other than Ferrellgas Finance Corp., foreign subsidiaries and unrestricted subsidiaries
(including certain unconsolidated special purpose subsidiaries formed for use in connection with accounts
receivables securitizations)) if and for so long as such entity guarantees (or is an obligor with respect to)
indebtedness (other than the exchange notes) in excess of a de minimis amount, and certain future subsidiaries. If
we cannot make payments on the exchange notes when they are due, the guarantors must make them instead.
Please read "Description of exchange notes--Note guarantees."
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Each guarantee of the exchange notes will rank:

· equal in right of payment to all existing and future senior indebtedness of the guarantor, including its guarantee
of indebtedness under our secured credit facility and any future guarantee of the existing notes;

· effectively junior to all existing and future secured indebtedness of the guarantor, including its guarantee of
indebtedness under our secured credit facility, to the extent of the value of the assets securing such
indebtedness;

· senior in right of payment to any future indebtedness of the guarantor that expressly provides it is subordinated
to the exchange notes; and

· structurally junior to all existing and future indebtedness and other liabilities of each of our subsidiaries that do
not guarantee the exchange notes.

Optional redemption
We may redeem some or all of the exchange notes on or after June 15, 2019, at the redemption prices described in
this prospectus, plus accrued and unpaid interest, to the date of redemption. We also may redeem some or all of
the exchange notes prior to June 15, 2019, at a "make-whole" redemption price described in this prospectus. See
"Description of exchange notes--Optional redemption."

In addition, at any time and from time to time prior to June 15, 2018, we may, at our option, on any one or more
occasions, redeem up to 35% of the aggregate principal amount of the exchange notes (including additional notes)
issued under the indenture, as supplemented, in an amount not in excess of the net cash proceeds of certain equity
offerings, at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of redemption. See "Description of exchange notes--Optional redemption."

Change of control
If we experience specified changes of control, each noteholder will have the right to require us to repurchase all or
any part of that noteholder's notes. The repurchase price will equal 101% of the aggregate principal amount of the
exchange notes repurchased, plus accrued and unpaid interest to the date of repurchase. See "Description of
exchange notes--Offers to purchase; repurchase at the option of the noteholders--Change of control offer."

Asset sales
Under specified circumstances, we may be required to make an offer to repurchase a portion of the exchange
notes in the event of specified asset sales by us or specified subsidiaries. The repurchase price will equal 100% of
the aggregate principal amount of the exchange notes repurchased, plus accrued and unpaid interest to the date of
repurchase. See "Description of exchange notes--Offers to purchase; repurchase at the option of the noteholders
--Asset sales."
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Certain covenants
The indenture, as supplemented, among other things, limits our ability and our restricted subsidiaries' ability to:

· incur additional indebtedness;

· create liens on our assets;

· make distributions to our unitholders;

· purchase or redeem our outstanding equity interests or subordinated debt;

· make specified investments;

· sell assets;

· engage in specified transactions with affiliates;

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· restrict the ability of our subsidiaries to make specified payments, loans, guarantees and transfers of assets or
interests in assets; and

· effect a merger or consolidation with or into other companies or a sale of all or substantially all of our
properties or assets.

These covenants are subject to a number of important exceptions, limitations and qualifications that are
described under "Description of exchange notes--Certain covenants." At any time when the exchange notes are
rated investment grade by both Moody's Investors Service, Inc. and Standard & Poor's Ratings Services and no
default with respect to the exchange notes has occurred and is continuing under the indenture, as supplemented,
we and our subsidiaries will not be subject to many of the foregoing covenants.

Trading
We do not expect to list the exchange notes for trading on any securities exchange.

Trustee, Registrar and Exchange
Agent
U.S. Bank National Association.

Governing Law
The exchange notes and the indenture, as supplemented, relating to the exchange notes will be governed by, and
construed in accordance with, the laws of the State of New York.
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RISK FACTORS
You should carefully consider the risk factors set forth below as well as other information contained in and incorporated by reference in this
prospectus before tendering your unregistered notes in the exchange offer. The risks described below are not the only risks facing us. In addition to the
risk factors listed below, please see "Risk factors" beginning on page 14 of our Annual Report on Form 10-K for the fiscal year ended July 31, 2015
and on page 74 of our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2015, which are incorporated by reference in this
prospectus, for a discussion of particular factors you should consider before determining whether to tender your unregistered notes in the exchange
offer. See "Where you can find more information." Any of the following risks could materially and adversely affect our business, financial condition or
operating results. In such case, you may lose all or part of your investment.
Risks relating to the exchange offer
We cannot assure you that an active trading market for the exchange notes will exist if you desire to sell the exchange notes.
There is no existing public market for the unregistered notes. We do not intend to apply for listing of the exchange notes on a securities exchange
or quotation system. The liquidity of any trading market in the exchange notes, and the market prices quoted for the exchange notes, may be adversely
affected by changes in the overall market for these types of securities, and by changes in our financial performance or prospects or in the prospects for
companies in our industry generally. As a result, we cannot assure you that you will be able to sell the exchange notes or that, if you can sell your
exchange notes, you will be able to sell them at an acceptable price. If a market for the exchange notes were to develop, the exchange notes could trade
at prices that may be higher or lower than the principal amount. Additionally, there is a risk that the liquidity of, and the trading market for, the
exchange notes will be limited if few exchange notes are issued in connection with the exchange offer. If only a limited number of exchange notes are
outstanding after the completion of the exchange offer, it may be more difficult for a market to develop in the exchange notes and any market that does
develop may be less liquid than would be the case if more exchange notes were outstanding. The liquidity of the trading market for the exchange notes,
if any, and the market price quoted for the exchange notes may be adversely affected by changes in interest rates for comparable securities, and by
changes in our financial performance or prospects, as well as by declines in the prices of securities, or the financial performance or prospects of similar
companies.
If you do not tender your unregistered notes, you will continue to hold unregistered notes and your ability to sell your unregistered notes may be
adversely affected.
We will only issue exchange notes in exchange for unregistered notes that you timely and properly tender. Therefore, you should allow sufficient
time to ensure timely delivery of the unregistered notes, and you should carefully follow the instructions on how to tender your unregistered notes.
Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of unregistered notes. See "The
exchange offer--Procedures for tendering" and "Description of the exchange notes."
If you do not exchange your unregistered notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on
transfer of your unregistered notes described in the legend on the certificates for your unregistered notes. In general, you may only offer or sell the
http://www.sec.gov/Archives/edgar/data/922359/000104746916013562/a2228136z424b3.htm[6/2/2016 9:24:02 AM]


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