FGP » Topics » J. Transactions with related parties

This excerpt taken from the FGP 8-K filed Dec 10, 2009.

K.     Transactions with related parties

 

Note receivable with Ferrell

 

The Company has two notes receivable from Ferrell on an unsecured basis due on demand. Because Ferrell does not intend to repay the notes, the Company does not accrue interest income. The balances outstanding on these notes at July 31, 2009 and 2008 are $144.9 million and $144.9 million, respectively, and are reported as “Note receivable from parent” in the consolidated balance sheets.

 

Common unit issuance

 

In February 2009, Ferrellgas Partners completed a registered public offering of 5.0 million common units representing limited partner interests. This transaction was comprised of both an original offering of 4.5 million common units and an over allotment offering of 0.5 million common units. The net proceeds received from this offering of $69.4 million were used to reduce long term borrowings under the operating partnership’s unsecured credit facility.

 

During fiscal 2009, Ferrellgas Partners issued 0.3 million common units valued at $5.5 million in connection with acquisitions.

 

Ferrellgas Partners distributions

 

Ferrell is the sole shareholder of the general partner and owned 20.1 million common units of Ferrellgas Partners at July 31, 2009. FCI Trading and Mr. Ferrell own 0.2 million and 4.4 million common units of Ferrellgas Partners, respectively, at July 31, 2009.

 

Ferrellgas Partners has paid the following common unit distributions to related parties:

 

 

 

For the year ended July 31,

 

 

 

2009

 

2008

 

2007

 

Ferrell

 

$

40,160

 

$

40,160

 

$

40,161

 

FCI Trading

 

392

 

392

 

391

 

Mr. Ferrell

 

8,678

 

8,616

 

8,584

 

 

26



 

On August 28, 2009, Ferrellgas declared distributions to Ferrell, FCI Trading and Mr. Ferrell (indirectly) of $10.0 million, $0.1 million and $2.2 million, respectively, which were paid on September 14, 2009.

 

The Company has a subleasing and a shared services agreement with Samson Dental Practice Management, LLC (“Samson”), a company wholly-owned by Mr. Ferrell. During the year ended July 31, 2009, the Company received payments totaling $0.3 million for services provided to and sublease revenue receipts from Samson. No payments were received from Samson during the years ended July 31, 2008 and 2007.

 

During fiscal 2009, the Company paid Fleishman-Hillard Inc. $0.2 million for marketing and communications services. Elizabeth Solberg, a member of the Company’s board of directors, serves as the General Manager of Fleishman-Hillard Inc.

 

This excerpt taken from the FGP 8-K filed Jul 27, 2005.

J. Transactions with related parties

JEF Capital Management, Inc. (“JEF Capital”) is beneficially owned by James E. Ferrell (“Mr. Ferrell”), Chairman, Chief Executive Officer and President of the Company, and thus is an affiliate. JEF Capital directly owns 100% of Ferrellgas Partners’ senior units. See Note K – Subsequent event - for discussion about the conversion of Ferrellgas Partners senior units into Ferrellgas Partners common units. Ferrellgas Partners paid senior unit distributions of $2.0 million to JEF Capital on September 14, 2004, December 15, 2004, and March 15, 2005. On April 30, 2005, Ferrellgas Partners accrued a senior unit distribution of $2.0 million that Ferrellgas Partners paid to JEF Capital on June 14, 2005. Ferrell Companies is the sole shareholder of the Company and beneficially owns 18.0 million common units of Ferrellgas Partners as of April 30, 2005.

 

Ferrellgas Partners has paid the following common unit distributions to related parties:

 

 

For the three months ended April 30,

 

For the nine months ended April 30,

 

2005

 

2004

 

2005

 

2004

 

Ferrell Companies

$8,902

 

$8,902

 

$26,706

 

$26,706

FCI Trading

98

 

-

 

294

 

-

Ferrell Propane

26

 

26

 

77

 

77

 

On May 23, 2005, Ferrellgas Partners declared distributions to Ferrell Companies, FCI Trading and Ferrell Propane of $8.9 million, $0.1 million and $26 thousand, respectively, that were paid on June 14, 2005.

 

Operations

 

Ferrell International Limited (“Ferrell International”) is beneficially owned by Mr. Ferrell and thus is an affiliate. The Company enters into transactions with Ferrell International in connection with the Company’s risk management activities and does so at market prices in accordance with the Company’s affiliate trading policy approved by the Company’s Board of Directors. These transactions include forward, option and swap contracts and are all reviewed for compliance with the policy. The Company also provides limited accounting services for Ferrell International.

 

EXCERPTS ON THIS PAGE:

8-K
Dec 10, 2009
8-K
Jul 27, 2005
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