Debt | E. Debt Long-term debt Long-term debt consists of the following: October 31, 2024 July 31, 2024 Unsecured senior notes Fixed rate, 5.375%, due 2026 $ 650,000 $ 650,000 Fixed rate, 5.875%, due 2029 825,000 825,000 Notes payable 8.8% and 8.5% weighted average interest rate at October 31, 2024 and July 31, 2024, respectively, due 2025 to 2032, net of unamortized discount of $1,151 and $912 at October 31, 2024 and July 31, 2024, respectively 5,689 6,151 Total debt, excluding unamortized debt issuance and other costs 1,480,689 1,481,151 Unamortized debt issuance and other costs (16,283) (17,633) Less: current portion of long-term debt 2,387 2,510 Long-term debt $ 1,462,019 $ 1,461,008 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 on July 2, 2024 (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 provides for a four-year revolving credit facility (the “Credit Facility”), with a maturity date of March 30, 2025, in an aggregate principal amount of up to $350.0 million. The Credit Agreement includes a sublimit not to exceed $300.0 million for the issuance of letters of credit. On December 5, 2024, the Credit Agreement was amended to, among other things, extend the maturity date from March 30, 2025 to December 31, 2025. On March 31, 2025, in conjunction with the commencement of the Fifth Amendment, the commitment level for the Credit Facility will be reduced from $350.0 million to $308.8 million. 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. and Ferrellgas Receivables, 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 revolving commitment 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) $200.0 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. On March 30, 2025, the Borrowing Base calculation will change in accordance with the December 2024 amendment. 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 Adjusted term Secured Overnight Financing Rate (“SOFR”) for a one-month interest period plus 1.00% per annum plus (ii) a margin of 1.75% to 2.50% per annum depending on total net leverage or (b) for Eurodollar rate loans, (i) a rate determined by reference to the Adjusted term SOFR plus (ii) a margin of 2.75% to 3.50% per annum depending on total net leverage. 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 0.50% per annum. The Credit Agreement contains customary representations, warranties, covenants and events of default and requires the operating partnership to maintain the following financial covenants: Financial Covenant Ratio Minimum interest coverage ratio (1) 2.50x Maximum secured leverage ratio (2) 2.50x Maximum total net leverage ratio (3) (4) 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. (4) Ratio was 4.75 x immediately prior to the quarter ended October 31, 2024. As amended, ratio is 5.25 x beginning with the quarter ended October 31, 2024 through the quarter ended January 31, 2025, 4.75 x for the quarter ending April 30, 2025 through the quarter ending July 31, 2025, 5.00 x for the quarter ending October 31, 2025, and 4.75 x for any quarter ending on or after January 31, 2026. 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 (i) only in limited amounts specified in the Credit Agreement and (ii) only if availability under the Credit Facility exceeds the greater of $50.0 million and 15% of the Borrowing Base and the operating partnership’s total net leverage ratio is not greater than 4.75 to 1.0. The Credit Agreement, as amended on July 2, 2024, restricts the transfer of cash from the operating partnership to Ferrellgas Partners to make distributions. Therefore, Ferrellgas Partners is currently unable to make distributions to its Class A and Class B unitholders. As of October 31, 2024, the operating partnership is in compliance with all of its debt covenants. Senior unsecured notes The operating partnership has $650.0 million aggregate principal amount of 5.375% senior notes due 2026 (the “2026 Notes”) and $825.0 million aggregate principal amount of 5.875% senior notes due 2029 (the “2029 Notes”) issued and outstanding pursuant to indentures each dated March 30, 2021. The 2026 Notes and 2029 Notes are the senior unsecured obligations of the operating partnership and Ferrellgas Finance Corp. 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. and Ferrellgas Receivables, LLC. The 2026 Notes and 2029 Notes may be redeemed at the issuers’ option, in whole or in part, at the redemption prices set forth in the indenture governing such notes, plus accrued and unpaid interest. Beginning on April 1, 2025 and April 1, 2026, the 2026 Notes and 2029 Notes, respectively, may be redeemed at par plus accrued and unpaid interest. The indentures governing the 2026 Notes and 2029 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 5.0 to 1.0, 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 October 31, 2024, the operating partnership is in compliance with all of its debt covenants. The scheduled annual principal payments on long-term debt are as follows: Scheduled Payment due by fiscal year principal payments 2025 $ 1,282 2026 652,178 2027 1,310 2028 910 2029 825,550 Thereafter 610 Total $ 1,481,840 On July 10, 2024, letters of credit in an aggregate principal amount of $124.5 million were issued to the surety providers under an appeal bond. See Note L “Contingencies and commitments” for further information. Letters of credit were also used to secure insurance arrangements, product purchases and commodity hedges. Letters of credit outstanding at October 31, 2024 and July 31, 2024 totaled $200.6 million and $193.4 million, respectively. Due to the timing of the March 30, 2025 maturity date of the Credit Facility noted above and the letters of credit which it secures, there was substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of the Company’s fiscal 2024 Annual Report. Our condensed financial statements were prepared under the assumption that we will continue as a going concern. As noted above, the maturity date was subsequently extended to December 31, 2025, which alleviated the substantial doubt about the Company’s ability to continue as a going concern at least one year from the date of issuance of this Quarterly Report. As of October 31, 2024, Ferrellgas had available borrowing capacity under its Credit Facility of $126.5 million. Assets subject to lien under the Credit Facility were $333.3 million as of October 31, 2024. |