Debt | E. Debt Short-term borrowing 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 April 30, 2023, we did not have any short-term borrowings. For further discussion, see the “Senior secured revolving credit facility” section below. Long-term debt Long-term debt consists of the following: April 30, 2023 July 31, 2022 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 8.3% and 8.9% weighted average interest rate at April 30, 2023 and July 31, 2022, respectively, due 2023 to 2028, net of unamortized discount of $1,188 and $465 at April 30, 2023 and July 31, 2022, respectively 7,012 4,539 Total debt, excluding unamortized debt issuance and other costs 1,482,012 1,479,539 Unamortized debt issuance and other costs (24,086) (27,731) Less: current portion of long-term debt 2,717 1,792 Long-term debt $ 1,455,209 $ 1,450,016 Senior secured revolving credit facility On March 30, 2021, the operating partnership, the general partner and certain of the operating partnership’s subsidiaries entered into a credit agreement (the “Credit Agreement”), which provides for a four-year 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. 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 Subsequent to April 30, 2023, the Company entered into a Second Amendment to the Credit Agreement and Third Amendment to the Credit Agreement. The Second Amendment replaced the Adjusted LIBO Rate, currently scheduled to cease being published on June 30, 2023, with the Secured Overnight Financing Rate (“SOFR”) and modified SOFR fall back pricing provisions. The Third Amendment (1) increased the sublimit for the issuance of letters of credit from $200.0 million to $300.0 million; (2) provided for the release of the guaranties provided by Bridger Logistics, LLC (“Bridger”) and its subsidiaries (collectively, the “Bridger Entities”) and the release of the liens encumbering assets of the Bridger Entities; (3) modified the event of default related to judgments so that any unpaid judgment against one or more subsidiaries of the Company that are not guarantors, including the Bridger Entities, will not constitute an event of default; (4) added an event of default for payments for judgments or litigation settlements in excess of $100.0 million in the aggregate after the effective date of the Third Amendment; and (5) modified the debt and lien limitations to increase the amount of appeal bonds that may be posted for appeals of any existing litigation. 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) 4.75x (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) Was 5.25 x immediately prior to the quarter ended October 31, 2022 and 5.00 x immediately prior to the quarter ended April 30, 2023. 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, Ferrellgas Partners and the general partner, redemptions of Preferred Units 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. As of April 30, 2023, the operating partnership is in compliance with all of its debt covenants. Senior unsecured notes On March 30, 2021, $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”) were issued. 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 2029 Notes may be redeemed prior to April 1, 2024 at the issuers’ option, in whole or in part, at a redemption price of par plus the applicable make-whole premium and accrued and unpaid interest. On and after April 1, 2023 and April 1, 2024, the 2026 Notes and the 2029 Notes, respectively, may be redeemed at the issuers’ option, in whole or in part, at the redemption prices set forth in the respective 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 April 30, 2023, 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 2023 $ 545 2024 2,597 2025 2,110 2026 651,728 2027 810 Thereafter 825,410 Total $ 1,483,200 Letters of credit outstanding at April 30, 2023 and July 31, 2022 totaled $74.0 million and $87.6 million, respectively, and were used to secure insurance arrangements, product purchases and commodity hedges. As of April 30, 2023, Ferrellgas had available borrowing capacity under its Credit Facility of $276.0 million. |