Ferrellgas Partners, L.P. Enters into Transaction Support Agreement
12/15/2020

Davis Polk is advising certain holders of senior unsecured notes in connection with a restructuring of Ferrellgas Partners, L.P. (“MLP”) and its subsidiaries. On December 10, 2020, MLP, certain of its affiliate companies and noteholders holding approximately 74% of the outstanding amount of the 8.625% senior notes due 2020 (the “2020 Notes”), entered into a Transaction Support Agreement (the “TSA”) that contemplates an in-court restructuring of MLP and Ferrellgas Partners Finance Corp. through a “pre-packaged” chapter 11 bankruptcy. The TSA also contemplates certain transactions to refinance existing unsecured notes due 2021, 2022 and 2023 that are issued by Ferrellgas L.P. (“OpCo”), the MLP’s operating partnership subsidiary, including OpCo’s entry into a new revolving credit facility, the issuance of new unsecured notes at OpCo and the issuance of new preferred units at either OpCo or MLP.

 Pursuant to the terms of the TSA, (i) each holder of an allowed 2020 Notes claim will receive such holder’s pro rata share of 100% of new Class B units issued by MLP, (ii) each holder of existing common units of MLP will receive or retain such holder’s pro rata share of Class A units issued by MLP, and (iii) all other claims and interests of MLP will be reinstated or repaid in full. 

Ferrellgas Partners, L.P. is a publicly-traded master limited partnership and one of the nation’s largest retail marketers and leading distributors of propane and related accessories to residential, industrial and agricultural customers throughout the United States.

The Davis Polk restructuring team includes partners Donald S. Bernstein, Damian S. Schaible and Angela M. Libby and associate Jonah A. Peppiatt. The finance team includes partner Monica Holland and counsel Christian Fischer. The corporate team includes partner Darren M. Schweiger. The capital market team includes partner Marcel Fausten. The litigation team includes partner James I. McClammy and associate Miles Christian Babin. The tax team includes partner William A. Curran. All members of the Davis Polk team are based in the New York office.