v3.26.3
Debt
12 Months Ended
Jul. 31, 2026
Debt  
Debt

G.        Debt

Short-term borrowings

Ferrellgas classifies borrowings under its Credit Facility (as defined below) as short-term because they are primarily used to fund working capital needs that management intends to pay down within the twelve month period following the balance sheet date. As of July 31, 2026, we had $87.5 million in short-term borrowings. For further discussion, see the “Senior secured revolving credit facility” section below.

Long-term debt

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July 31, 2026

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July 31, 2025

Unsecured senior notes

 

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Fixed rate, 5.375%, due 2026 (1)

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$

—

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$

650,000

Fixed rate, 5.875%, due 2029

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825,000

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825,000

Fixed rate, 9.250%, due 2031 (2)

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650,000

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—

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Notes payable

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9.1% and 8.9% weighted average interest rate at July 31, 2026 and 2025, respectively, due 2027 to 2032, net of unamortized discount of $470 and $800 at July 31, 2026 and 2025, respectively

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2,900

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4,748

Total debt, excluding unamortized debt issuance and other costs

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1,477,900

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1,479,748

Unamortized debt issuance and other costs

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(20,161)

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(12,108)

Less: current portion of long-term debt (3)

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1,310

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652,178

Long-term debt

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$

1,456,429

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$

815,462

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(1)The senior notes due 2026 were redeemed in full on October 27, 2025. See “Senior unsecured notes” section below.
(2)The senior notes due 2031 were issued on October 27, 2025. See “Senior unsecured notes” section below.
(3)As of July 31, 2025, this included the $650.0 million aggregate principal amount of 5.375% senior notes due April 1, 2026.

Senior secured revolving credit facility

The operating partnership, the general partner and certain of the operating partnership’s subsidiaries as guarantors are parties to a credit agreement dated March 30, 2021, as amended from time to time (as so amended, including by the Seventh Amendment (as defined below), the “Credit Agreement”), with JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and the lenders and issuing lenders party thereto from time to time, which prior to the Seventh Amendment, provided for a four-year revolving credit facility (as modified by the Seventh Amendment, the “Credit Facility”), with a maturity date of December 31, 2025, in an aggregate principal amount of up to $308.8 million.

On October 27, 2025, the operating partnership entered into the Seventh Amendment to the Credit Agreement (the “Seventh Amendment”) which, among other things, extended the maturity date to October 27, 2028 and increased the maximum borrowing capacity to $350.0 million, with availability subject to a periodic borrowing base calculation, and an accordion feature allowing for increases by up to $50.0 million in the aggregate subject to customary conditions. The Credit Agreement includes a sublimit not to exceed $300.0 million for the issuance of letters of credit.

During the year ended July 31, 2026, the operating partnership borrowed $87.5 million under the Credit Facility at a weighted-average interest rate of 6.7%.

On August 27, 2026, the operating partnership borrowed an additional $20.0 million under the Credit Facility at a 7.0% interest rate for working capital requirements.

All borrowings under the Credit Facility are guaranteed by the general partner and the direct and indirect subsidiaries of the operating partnership (other than Ferrellgas Finance Corp., Ferrellgas Receivables, LLC, Bridger Logistics, LLC and all of the direct and indirect subsidiaries of Bridger Logistics, LLC) and a limited-recourse guaranty from Ferrellgas Partners (limited to its equity interests in the operating partnership). Additionally, all borrowings are secured, on a first priority basis, by substantially all of the assets of the operating partnership and its subsidiaries and all of the equity interests in the operating partnership held by the general partner and Ferrellgas Partners.

Availability under the Credit Facility is, at any time, an amount equal to (a) the lesser of the lenders’ revolving commitments ($350.0 million initially following the Seventh Amendment) and the Borrowing Base (as defined below) minus (b) the sum of the aggregate outstanding amount of borrowings under the Credit Facility plus the undrawn amount of outstanding letters of credit under the Credit Facility plus unreimbursed drawings in respect of letters of credit (unless otherwise converted into revolving loans). The “Borrowing Base” equals the sum of: (a) $250.0 million, plus (b) 80% of the eligible accounts receivable of the operating partnership and its subsidiaries, plus (c) 70% of the eligible propane inventory of the operating partnership and its subsidiaries, valued at weighted average cost, less (d) certain reserves, as determined and subject to certain modifications by the administrative agent in its permitted discretion.

Amounts borrowed under the Credit Facility bear interest, at the operating partnership’s option, at either (a) for base rate loans, (i) a base rate determined by reference to the highest of (A) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate in effect, (B) the NYFRB Rate from time to time plus 0.50% per annum and (C) the term Secured Overnight Financing Rate (“Term SOFR”) for a one-month interest period plus 1.00% per annum plus (ii) a margin of 1.25% to 2.25% per annum depending on the operating partnership’s total net leverage ratio or (b) for term benchmark loans, (i) a rate determined by reference to the Term SOFR plus (ii) a margin of 2.25% to 3.25% per annum depending on the operating partnership’s total net leverage ratio. The operating partnership will be required to pay an undrawn fee to the lenders on the average daily unused amount of the Credit Facility at a rate of 0.375% to 0.50% per annum.

The Credit Agreement contains customary representations, warranties, covenants and events of default and requires the operating partnership to maintain the following covenants:

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Financial Covenant

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Ratio

Minimum interest coverage ratio (1)

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2.50x

Maximum secured leverage ratio (2)

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2.50x

Maximum total net leverage ratio (3)

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5.25x

(1)Defined generally as the ratio of adjusted EBITDA to cash interest expense.
(2)Defined generally as the ratio of total first priority secured indebtedness to adjusted EBITDA.
(3)Defined generally as the ratio of total indebtedness (net of unrestricted cash, subject to certain limits) to adjusted EBITDA.

In addition to the financial covenants, the Credit Agreement includes covenants that may (or if not met will) restrict the ability of the operating partnership to take certain actions. In particular, under these covenants, subject to certain exceptions and additional requirements, the operating partnership is permitted to make cash distributions to holders of Preferred Units, redemptions of Preferred Units conditional to a refinancing event, and other restricted payments if (i) availability under the Credit Facility exceeds the greater of $50.0 million and 15% of the commitments and (ii) the operating partnership’s total net leverage ratio is not greater than (x) 5.25 to 1.0 for any quarter ending prior to April 30, 2027 and (y) 5.0 to 1.0 for any quarter ending on or after April 30, 2027. As of July 31, 2026, the operating partnership is in compliance with all of its debt covenants.

Senior unsecured notes

On October 27, 2025, the operating partnership and Ferrellgas Finance Corp. (collectively, the “Issuers”) issued $650.0 million aggregate principal amount of 9.250% senior notes due 2031 (the “2031 Notes”) at an offering price equal to 100% of the principal amount thereof. Net proceeds of approximately $637.5 million, after deducting the initial purchasers’ discount and offering expenses, were used, together with cash on hand, to redeem all $650.0 million aggregate principal amount of the Issuers’ 5.375% senior notes due April 1, 2026 (the “2026 Notes”).

The 2031 Notes were issued pursuant to an indenture dated October 27, 2025 and will mature on January 15, 2031.  Interest is payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2026. The 2031 Notes are a senior unsecured obligation of the Issuers and are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the general partner and all domestic subsidiaries of the operating partnership other than Ferrellgas Finance Corp., Ferrellgas Receivables, LLC, Bridger Logistics, LLC and all of the subsidiaries of Bridger Logistics, LLC. At any time prior to January 15, 2028, the 2031 Notes may be redeemed at the Issuers’ option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed, plus a make-whole premium and accrued and unpaid interest. Additionally, prior to January 15, 2028, the Issuers may, at their option, on any one or more occasions redeem up to 40% of the principal amount of the 2031 Notes in an amount not in excess of certain equity offerings at a redemption price of 109.250% of the principal amount of the 2031 Notes, plus accrued and unpaid interest. On and after January 15, 2028, the Issuers have the right to redeem the 2031 Notes, in whole or in part, at the redemption prices set forth in the indenture governing the 2031 Notes, plus accrued and unpaid interest.

The operating partnership also has $825.0 million aggregate principal amount of 5.875% senior notes due April 1, 2029 (the “2029 Notes”) issued and outstanding pursuant to an indenture dated March 30, 2021. The 2029 Notes are a senior unsecured obligation of the Issuers and are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the general partner and all domestic subsidiaries of the operating partnership other than Ferrellgas Finance Corp., Ferrellgas Receivables, LLC, Bridger Logistics, LLC and all of the subsidiaries of Bridger Logistics, LLC. The 2029 Notes may be redeemed at the Issuers’ option, in whole or in part, at par plus accrued and unpaid interest.

The indentures governing the 2029 Notes and 2031 Notes contain customary affirmative and negative covenants restricting, among other things, the ability of the operating partnership and its restricted subsidiaries to take certain actions. In particular, under these covenants, subject to certain exceptions and additional requirements, the operating partnership is permitted to make cash distributions to holders of Preferred Units, Ferrellgas Partners and the general partner, redemptions of Preferred Units and other restricted payments (i) only in limited amounts specified in the indentures and (ii) only if the operating partnership’s net leverage ratio (defined generally to mean the ratio of consolidated total net debt to trailing four quarters consolidated EBITDA, both as adjusted for certain, specified items) is not greater than:

●under the indenture governing the 2029 Notes, 5.00 to 1.00, and
●under the indenture governing the 2031 Notes, (i) 5.25 to 1.00 through the four-quarter period ending January 31, 2027 and (ii) 5.00 to 1.00 for the four-quarter period ending April 30, 2027 and thereafter,

in each case, on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events. Further, if the operating partnership’s consolidated fixed charge coverage ratio (defined generally to mean the ratio of trailing four quarters consolidated EBITDA to consolidated fixed charges, both as adjusted for certain, specified items) is equal to or less than 1.75 to 1.00 (on a pro forma basis giving effect to the restricted payment and, if applicable, certain other specified events), the amount of distributions and other restricted payments the operating partnership is permitted to make under the indentures is further limited. As of July 31, 2026, the operating partnership is in compliance with all of its debt covenants.

Loss on extinguishment of debt

As discussed above, all of the 2026 Notes were redeemed on October 27, 2025. This transaction resulted in a loss on extinguishment of debt, with the components listed below:

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For the year ended

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July 31, 2026

Debt extinguishment costs

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$

1,556

Unamortized deferred financing costs

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1,447

Total loss on extinguishment of debt

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$

3,003

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The scheduled annual principal payments on long-term debt are as follows:

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Scheduled

Payment due by fiscal year

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principal payments

2027

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$

1,310

2028

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910

2029

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825,550

2030

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200

2031

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650,200

Thereafter

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200

Total

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$

1,478,370

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A final settlement payment of $37.5 million was made on January 15, 2026. This was the final payment for the letters of credit issued on January 15, 2025. Letters of credit were also used to secure insurance arrangements, product purchases and commodity hedges. Letters of credit outstanding at July 31, 2026 and 2025 totaled $115.8 million and $121.9 million, respectively.

At July 31, 2026, Ferrellgas had available borrowing capacity under its Credit Facility of $146.7 million. Assets subject to lien under the Credit Facility were $363.9 million as of July 31, 2026. Ferrellgas incurred undrawn and commitment fees of $0.8 million during fiscal 2026 and 2025, and $1.0 million during fiscal 2024, respectively.