Item 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 9, 2021, J. Carney Hawks and Craig Snyder were appointed to the Board of Directors (the “Board”) of Ferrellgas, Inc., the general partner of Ferrellgas Partners, L.P. and Ferrellgas, L.P. (the “General Partner”), as independent directors, effective immediately.
The appointment of Mr. Hawks was made in accordance with the terms of the Sixth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, L.P. (“Ferrellgas Partners”) dated as of March 30, 2021 (the “Effective Date”), the General Partner’s bylaws, as amended and restated on the Effective Date, and a voting agreement dated as of the Effective Date (the “Class B Director Voting Agreement”) among the General Partner, Ferrell Companies, Inc. (“FCI”), the sole stockholder of the General Partner, and the holders of Class B Units of Ferrellgas Partners, pursuant to which holders of such Class B Units are permitted to designate one independent director to the Board.
The appointment of Mr. Snyder was made in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. (the “operating partnership”) dated as of the Effective Date, as amended by the First Amendment thereto dated as of the Effective Date, the General Partner’s bylaws and a voting agreement dated as of the Effective Date (the “Preferred Director Voting Agreement”) among the General Partner, FCI and the purchasers (the “Preferred Unit Purchasers”) of Senior Preferred Units (the “Senior Preferred Units”) issued by the operating partnership on the Effective Date, pursuant to which holders of the Senior Preferred Units are permitted, subject to certain conditions, to designate one independent director to the Board.
Copies of the Class B Director Voting Agreement and the Preferred Director Voting Agreement are filed as Exhibits 4.1 and 4.2 to this report.
The Board of Directors affirmatively determined that each of Mr. Hawks and Mr. Snyder is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines of the General Partner.
Neither Mr. Hawks nor Mr. Snyder has been or, as of the time of filing of this report, is expected to be appointed to any committee of the Board.
There has been no transaction, nor is there any currently proposed transaction, that requires disclosure under Item 404(a) of Regulation S-K in connection with the appointment of Messrs. Hawks and Snyder to the Board, except as follows with respect to Mr. Snyder. Mr. Snyder is a Partner in the Private Equity Group of Ares Management LLC (“Ares”). Pursuant to the Investment Agreement dated as of the Effective Date among the operating partnership, the General Partner and the Preferred Unit Purchasers, certain affiliated funds, investment vehicles and/or managed accounts of Ares severally purchased an aggregate of $246 million of Senior Preferred Units on the Effective Date. The material terms of the Investment Agreement and the Senior Preferred Units are described in our Current Report on Form 8-K filed on April 5, 2021.
Each newly appointed director will participate in the customary compensation arrangements for members of the Board of Directors.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | |
Exhibit No. | | Description |
4.1 | | Voting Agreement, dated as of March 30, 2021, among Ferrellgas, Inc., Ferrell Companies, Inc., and the holders of Class B Units of Ferrellgas Partners, L.P. |
4.2 | | Voting Agreement, dated as of March 30, 2021, among Ferrellgas, Inc., Ferrell Companies, Inc., and the purchasers of the Senior Preferred Units of Ferrellgas, L.P. |
