Obligation Ferrelgas LP 8.625% ( US315295AE59 ) en USD

Ferrelgas LP

100 % ⇌

Etas-Unis

US315295AE59 ( en USD )

8.625% par an ( paiement semestriel )

14/06/2020 - Obligation échue

Prospectus brochure de l'obligation Ferrellgas Partners US315295AE59 en USD 8.625%, échue

1 000 USD

455 000 000 USD

315295AE5

D ( En défaut )

Ferrellgas Partners est une société américaine de distribution de propane proposant des services de livraison, d'installation et de maintenance de réservoirs de propane à des clients résidentiels, commerciaux et industriels.

L'obligation américaine Ferrellgas Partners (US315295AE59/315295AE5), d'une taille totale de 455 000 000 USD, émise à 8,625% et arrivée à maturité le 14/06/2020, a été remboursée à 100%, avec un minimum d'achat de 1000 USD et des paiements semestriels ; elle était notée D par S&P et NR par Moody's.

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424B5 1 a2197774z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Number 333-157760
Registration Number 333-157760-03
PROSPECTUS SUPPLEMENT
(to Prospectus dated April 13, 2009)

Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
$280,000,000
85/8% Senior Notes due 2020
Ferrellgas Partners, L.P. and Ferrellgas Partners Finance Corp. are offering $280,000,000 aggregate principal amount of
85/8% senior unsecured notes due 2020 (the "Notes"). The Notes will mature on June 15, 2020.
Interest on the Notes will accrue from April 13, 2010 and we will pay interest twice a year, beginning on June 15, 2010.
We cannot redeem the Notes before June 15, 2015. On and after that date, we may redeem them at certain specified prices.
However, on or before June 15, 2013, we can redeem up to 35% of the original principal amount of the Notes at 108.625% of
their aggregate principal amount, plus interest, with money we raise in certain public equity offerings.
If we experience certain changes of control, holders will have the right to require us to repurchase the Notes under the terms
set forth herein.
The Notes will be unsecured and will rank equally with all of our other existing and future unsecured and unsubordinated
indebtedness and will be structurally subordinated to all other existing and future indebtedness and other obligations of any of
our subsidiaries, including Ferrellgas, L.P., our operating partnership.
Concurrently with this offering of Notes, we will commence a cash tender offer to purchase any and all of our outstanding
8.75% senior notes due 2012. As soon as practicable after the completion of the tender offer, we intend to redeem any 8.75%
senior notes that remain outstanding. The closing of this offering of Notes is not contingent on the consummation of the
tender offer or the purchase of any of our outstanding notes in connection therewith.
The Notes will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 thereafter.
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Investing in the Notes involves risks. See "Risk Factors" beginning on page S-11 of this prospectus
supplement and "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended
July 31, 2009.

Per Note
Total

Initial price to public(1)
100.00% $ 280,000,000
Underwriting discounts and commissions
2.00% $
5,600,000
Proceeds, before expenses, to us
98.00% $ 274,400,000
(1)
Plus accrued interest from April 13, 2010, if settlement occurs after that date.
None of the Securities Exchange Commission, any state securities commission, or any other regulatory body has
approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
We expect delivery of the Notes will be made to investors in book-entry form through The Depository Trust Company on or
about April 13, 2010.
Joint Book Running Managers
Wells Fargo Securities
BofA Merrill Lynch
J.P. Morgan

Co-managers
Barclays Capital

BNP PARIBAS
Fifth Third Securities, Inc.
PNC Capital Markets LLC
SOCIETE GENERALE
US Bancorp
The date of this prospectus supplement is March 31, 2010.
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Table of Contents

TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-ii
Prospectus Supplement Summary

S-1
Risk Factors
S-11
Use of Proceeds
S-17
Ratio of Earnings to Fixed Charges
S-17
Capitalization
S-18
Description of Other Indebtedness
S-19
Description of Notes
S-22
Book Entry, Delivery and Form
S-51
Certain U.S. Federal Tax Considerations
S-55
Underwriting
S-60
Where You Can Find More Information
S-63
Legal Matters
S-64
Experts
S-64
Prospectus

About This Prospectus

i
Prospectus Summary

1
Risk Factors

6
Ratio of Earnings to Fixed Charges

7
Use of Proceeds

8
Tax Consequences

9
Investment in Us by Employee Benefit Plans

35
Plan of Distribution

37
Description of Common Units, Senior Units and Deferred Participation Units

39
Description of Debt Securities

40
Description of Warrants

53
Where You Can Find More Information

55
Legal Matters

56
Experts

56
Forward-looking Statements

57
You may rely on the information contained in this prospectus supplement and the accompanying prospectus. Neither
we nor any of the underwriters have authorized anyone to provide information different from that contained in this
prospectus supplement and the accompanying prospectus. When you make a decision about whether to invest in the
Notes, you should not rely upon any information other than the information in this prospectus supplement and the
accompanying prospectus. Neither the delivery of this prospectus supplement and the accompanying prospectus nor
sale of the Notes means that information contained in this prospectus supplement and the accompanying prospectus is
correct after the respective dates of this prospectus supplement and the accompanying prospectus. This prospectus
supplement and the accompanying prospectus are not an offer to sell or solicitation of an offer to buy these Notes in
any circumstances under which the offer of solicitation is unlawful.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering of notes and also adds to and updates information contained in the accompanying prospectus and the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the
accompanying prospectus, gives more general information, some of which may not apply to this offering. If the description
of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the
information contained in this prospectus supplement.
You should rely only on the information contained, or incorporated by reference, in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information
that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and
the underwriters are not, making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted or in
which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make
such offer or solicitation. You should not assume that the information in this prospectus supplement, the accompanying
prospectus or any document incorporated by reference is accurate or complete as of any date other than the date of the
applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.

FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying base prospectus and the documents we have incorporated 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. They often use or are preceded by 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 future 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:
·
whether we will have sufficient funds to meet our obligations, including any obligations under the notes
offered by this prospectus; and

·
whether we will continue to meet all of the quarterly financial tests required by the agreements governing our
indebtedness.
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"
in our Annual Report on Form 10-K for the fiscal year ended July 31, 2009 and in our Quarterly Reports on Form 10-Q for
the fiscal quarters ended October 31, 2009 and January 31, 2010.
When considering any forward-looking statement, you should also keep in mind the risk factors described under the
section entitled "Risk Factors" in this prospectus and in our Annual Report on
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Form 10-K for the fiscal year ended July 31, 2009, which is incorporated by reference in this prospectus. See "Where You
Can Find More Information." Any of these risks could impair our business, financial condition or results of operation. Any
such impairment may affect our ability to make distributions or pay interest on the principal of any of our debt securities,
including the notes offered hereby. We do not undertake any obligation to update any forward-looking statements after
distribution of this prospectus.
In addition, the classification of Ferrellgas Partners, L.P. and Ferrellgas, L.P. as partnerships for federal income tax
purposes means that Ferrellgas Partners, L.P. and Ferrellgas, L.P. do not generally pay federal income taxes. They do,
however, pay taxes on the income of their subsidiaries that are corporations. Ferrellgas Partners, L.P. and Ferrellgas, L.P. rely
on a legal opinion from their counsel, and not a ruling from the Internal Revenue Service, as to their proper classification for
federal income tax purposes. See "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended
July 31, 2009, which is incorporated by reference in this prospectus.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary may not contain all of the information that may be important to you. You should carefully read this
entire prospectus supplement, the accompanying base prospectus and the other information we have incorporated by
reference to understand fully the terms of the notes being offered hereunder, as well as the other considerations that may be
important to you in determining whether an investment in the notes is appropriate for you. You should pay special attention
to "Risk Factors" beginning on page S-11 of this prospectus supplement and in our Annual Report on Form 10-K for the
fiscal year ended July 31, 2009 to determine whether an investment in the notes is appropriate for you. See "Where You Can
Find More Information." Our fiscal year end is July 31.
For purposes of this prospectus supplement and the accompanying base prospectus, unless otherwise indicated or the
context otherwise requires, when we refer to "us," "we," "our," or "ours," we describe Ferrellgas Partners, L.P. together
with its subsidiaries, including Ferrellgas Partners Finance Corp. and Ferrellgas, L.P., its operating partnership. References
to our "general partner" refer to Ferrellgas, Inc.

Ferrellgas Partners, L.P.
Our Business
We are a leading distributor of propane and related equipment and supplies to customers primarily in the United States
and conduct our business as a single reportable operating segment. We believe that we are the second largest retail marketer
of propane in the United States, and the largest national provider of propane by portable tank exchange, as measured by our
propane sales volumes in fiscal 2009.
We serve approximately one million 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. Our propane distribution business consists principally of 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. Our portable tank exchange operations, nationally branded under
the name Blue Rhino, are conducted through a network of independent and partnership-owned distribution outlets. Our
market areas for our residential and agricultural customers are generally rural, but also include urban areas for industrial
applications. Our market area for our industrial/commercial and portable tank exchange customers is generally urban.
In the residential and industrial/commercial markets, propane is primarily used for space heating, water heating,
cooking and other propane fueled appliances. In the portable tank exchange market, propane is used primarily for outdoor
cooking using gas grills. In the agricultural market, propane is primarily used for crop drying, space heating, irrigation and
weed control. In addition, propane is used for a variety of industrial applications, including as an engine fuel which is burned
in internal combustion engines that power vehicles and forklifts, and as a heating or energy source in manufacturing and
drying processes.
Our Operations
Our propane distribution business consists principally of transporting propane purchased from third parties to our
propane distribution locations and then to tanks on customers' premises and to portable propane tanks. We also distribute
bulk propane to wholesale customers. Our market areas for our residential and agricultural customers are generally rural, but
also include urban areas for industrial applications. Our market area for our industrial/commercial and portable tank
exchange customers is generally urban; however, our portable tank exchange customer base continues to grow in both urban
and rural areas. We utilize marketing programs targeting both new and existing customers by emphasizing:
·
our efficiency in delivering propane to customers;

·
our employee training and safety programs;
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·
our enhanced customer service, facilitated by our technology platform and our 24 hours a day, seven days a
week retail customer call support capabilities; and

·
our national distributor network for our commercial and portable tank exchange customers.
The distribution of propane to residential customers generally involves large numbers of small volume deliveries. Our
retail deliveries of propane are typically transported from our retail propane distribution locations to our customers by our
fleet of bulk delivery trucks, which are generally fitted with a 3,000 gallon tank. Propane storage tanks located on our
customers' premises are then filled from these bulk delivery trucks. We also deliver propane to our industrial/commercial and
portable tank exchange customers using our fleet of portable tank and portable tank exchange delivery trucks, truck tractors
and portable tank exchange delivery trailers.
A substantial majority of our gross margin from propane and other gas liquids sales is derived from the distribution and
sale of propane and related risk management activities, and is derived primarily from five customer groups:
·
residential;

·
industrial/commercial;

·
portable tank exchange;

·
agricultural;

·
wholesale; and

·
other.
Our gross margin from the distribution of propane is primarily based on the cents-per-gallon difference between the
sales price we charge our customers and our costs to purchase and deliver propane to our propane distribution locations. Our
residential and portable tank exchange customers typically provide us a greater cents-per-gallon margin than our
industrial/commercial, agricultural, wholesale and other customers. We track "Propane sales volumes," "Revenues --
Propane and other gas liquids sales" and "Gross Margin -- Propane and other gas liquids sales" by customer; however, we
are not able to specifically allocate operating and other costs in a manner that would determine their specific profitability
with a high degree of accuracy. The wholesale propane price per gallon is subject to various market conditions and may
fluctuate based on changes in demand, supply and other energy commodity prices, primarily crude oil and natural gas, as
propane prices tend to correlate with the fluctuations of these underlying commodities.
A majority of our residential customers rent their storage tanks from their distributors. Approximately 65% of our
residential customers rent their tanks from us. Our rental terms and the fire safety regulations in some states require rented
bulk tanks to be filled only by the propane supplier owning the tank. The cost and inconvenience of switching bulk tanks
helps minimize a customer's tendency to switch suppliers of propane on the basis of minor variations in price, helping us
minimize customer loss.
In addition, we generally lease tanks to independent distributors involved with our delivery of propane by portable tank
exchange operations. Our owned and independent distributors provide portable tank exchange customers with a national
delivery presence that is generally not available from our competitors.
Some of our propane distribution locations also conduct the retail sale of propane appliances and related parts and
fittings, as well as other retail propane related services and consumer products. We also sell gas grills, patio heaters, fireplace
and garden accessories, mosquito traps and other outdoor products through Blue Rhino Global Sourcing, Inc.
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Business strategy
Expand our operations through disciplined acquisitions and internal growth.
We expect to continue the expansion of our propane customer base through the acquisition of other propane
distributors. We intend to concentrate on acquisition activities in geographical areas within or adjacent to our existing
operating areas, and on a selected basis in areas that broaden our geographic coverage. We also intend to focus on
acquisitions that can be efficiently combined with our existing propane operations to provide an attractive return on
investment after taking into account the economies of scale and cost savings we anticipate will result from those
combinations. Our goal is to improve the operations and profitability of the businesses we acquire by integrating them into
our established national organization and leveraging our technology platforms to help reduce costs and enhance customer
service. We believe that our enhanced operational synergies, improved customer service and ability to better track the
financial performance of acquired operations provide us a distinct competitive advantage and better analysis as we consider
future acquisition opportunities.
We believe that we are positioned to successfully compete for growth opportunities within our existing operating
regions. Our efforts will be focused on adding density to our existing customer base, providing propane and complementary
services to national accounts and other product offerings to existing customer relationships. We also intend to continue
expanding our propane distribution operations in fiscal 2010 into several areas to which we have not historically provided
propane service. This continued expansion will give us new growth opportunities by leveraging the capabilities of our
operating platforms.
Capitalize on our national presence and economies of scale.
We believe our national presence of 996 propane distribution locations in the United States as of July 31, 2009 gives us
advantages over our smaller competitors. These advantages include economies of scale in areas such as:
·
product procurement;

·
transportation;

·
fleet purchases;

·
propane customer administration; and

·
general administration.
We believe that our national presence allows us to be one of the few propane distributors that can competitively serve
commercial and portable tank exchange customers on a nationwide basis, including the ability to serve such propane
customers through leading home-improvement centers, mass merchants and hardware, grocery and convenience stores. In
addition, we believe that our national presence provides us opportunities to make acquisitions of other propane distribution
companies whose operations overlap with ours, providing economies of scale and significant cost savings in these markets.
We also believe that investments in technology similar to ours require both a large scale and a national presence, in
order to generate sustainable operational savings to produce a sufficient return on investment. For this reason, we believe our
technology platforms provide us with an on-going competitive advantage.
Maximize operating efficiencies through utilization of our technology platform.
We believe our significant investments in technology give us a competitive advantage to operate more efficiently and
effectively at a lower cost compared to most of our competitors. We do not believe that many of our competitors will be able
to justify similar investments in the near term. Our technology advantage has resulted from significant investments made in
our retail propane distribution operating platform together with our state-of-the-art tank exchange operating platform.
Our technology platform allows us to efficiently route and schedule our customer deliveries, customer administration
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and operational workflow for the retail sale and delivery of bulk propane. Our
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