Item 1.01 Entry into a Material Definitive Agreement.

The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this item 1.01 of this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Offering

On June 13, 2014, Ferrellgas, L.P. (the “Company”) and Ferrellgas Finance Corp. (“Finance Corp.” and together with the Company, collectively, the “Issuers”), pursuant to a Purchase Agreement dated June 10, 2014 (the “Purchase Agreement”) among the Issuers and the initial purchasers named therein, sold $150,000,000 aggregate principal amount of the Issuers’ 6.750% senior notes due 2022 (the “New Notes”) to the initial purchasers in a private offering.  The offering constitutes a further issuance of the Issuers’ 6.75% Senior Notes due 2022 first issued on November 4, 2013, in the aggregate principal amount of $325 million (the “Existing Notes”). The New Notes were issued pursuant to an indenture dated November 4, 2013 among the Issuers and U.S. Bank National Association, as trustee (the “Indenture”), and form a single class and series with the Existing Notes for all purposes under the Indenture (including, without limitation, waivers, amendments, redemptions and offers to purchase). The Issuers used the net proceeds from the offering of the 2022 Notes to repay indebtedness under their secured credit facility, and to pay related transaction fees and expenses.

Registration Rights Agreement

In connection with the issuance and sale of the New Notes, the Issuers entered into a Registration Rights Agreement dated June 13, 2014 (the “Registration Rights Agreement”) with the initial purchasers named therein. Under the Registration Rights Agreement, the Issuers will (1) use their reasonable best efforts to consummate an exchange offer by August 31, 2014 by filing a registration statement; and (2) if required, have a shelf registration statement declared effective with the SEC with respect to resales of the New Notes.  If the Issuers fail to satisfy these obligations on a timely basis, the Issuers will be required to pay additional interest to holders of the New Notes.

The description set forth above in this Item 2.03 is qualified in its entirety by the Registration Rights Agreement, which is filed with this Current Report on Form 8-K as Exhibit 4.1, and is incorporated herein by reference.

Item 8.01 Other Events.

On June 10, 2014, the Issuers issued a press release related to the pricing of the offering of the New Notes.  A copy of the press release is filed as Exhibit 99.1 hereto.

On June 13, 2014, the Issuers issued a press release related to the closing of the offering of the New Notes.  A copy of the press release is filed as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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