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Contingencies and commitments
9 Months Ended
Apr. 30, 2024
Contingencies and commitments  
Contingencies and commitments

L.    Contingencies and commitments

Litigation

Ferrellgas’ operations are subject to all operating hazards and risks normally incidental to the handling, storing, transporting and otherwise providing for use by consumers of combustible liquids such as propane. As a result, at any given time, we can be threatened with or named as a defendant in various lawsuits arising in the ordinary course of business. Other than as discussed below, we are not a party to any legal proceedings other than various claims and lawsuits arising in the ordinary course of business. It is not possible to determine the ultimate disposition of these matters; however, management is of the opinion that there are no known claims or contingent claims that are reasonably expected to have a material adverse effect on our consolidated financial condition, results of operations and cash flows, except that management is continuing to evaluate the potential effects of the recent judgement in the EDPA Lawsuit discussed below.

Ferrellgas and Bridger Logistics, LLC (“Bridger”), were named, along with two former officers (“Rios and Gamboa”), in a lawsuit (the “EDPA Lawsuit”) filed by Eddystone Rail Company (“Eddystone”) on February 2, 2017 in the U.S. District Court for the Eastern District of Pennsylvania (the “Court”). On December 10, 2021, the Court dismissed Eddystone’s claims against Rios and Gamboa, pursuant to a settlement agreement with Eddystone. Eddystone indicated that it has prevailed in or settled an arbitration against Jamex Transfer Services (“JTS”), previously named Bridger Transfer Services, a former subsidiary of Bridger. The arbitration involved a claim against JTS for money due for deficiency payments under a contract for the use of an Eddystone facility used to offload crude from rail onto barges. Eddystone alleges that Ferrellgas transferred assets out of JTS prior to the sale of the membership interest in JTS to Jamex Transfer Holdings, and that those transfers should be avoided so that the assets can be used to satisfy the amount owed by JTS to Eddystone as a result of the arbitration. Eddystone also alleges that JTS was an “alter ego” of Bridger and Ferrellgas and that Bridger and Ferrellgas breached both an implicit contract as well as fiduciary duties allegedly owed to Eddystone as a creditor of JTS.

The Court decided summary judgment motions in March 2022 and the three segments of the bench trial were completed in September 2022, December 2022 and February 2023, respectively. As set by the Court, briefings were held through May 2023 and closing arguments were held in August 2023.

On June 7, 2024, the Court entered an Order and Judgment (the “Judgment”) in the EDPA Lawsuit. The Judgment was in favor of all defendants on Eddystone’s alter ego and fiduciary duty claims. Further, the Judgment was in favor of Ferrellgas, L.P. and certain other defendants on Eddystone’s intentional and constructive fraudulent transfer claims. However, on Eddystone’s intentional and constructive fraudulent transfer claims, Judgment was entered against Bridger Energy, LLC in the amount of $0.9 million, Bridger Transportation, LLC in the amount of $1.4 million, and Ferrellgas Partners, L.P. and Bridger in the amount of $169.3 million. Ferrellgas and the other defendants are evaluating the Judgment and considering their options, including their current intent to appeal. Based on advice it has received from counsel regarding its strong grounds for appeal and the technical merits of the appeal, including what they believe to be misapplication of law, at this time management does not believe a loss is probable, as that term is defined in ASC 450-20, nor does it believe a loss is reasonably estimable. We currently estimate the range of possible loss, if any, to be from $0 to the amount of the Judgment, plus post-Judgment interest. As this evaluation is complex and involves many factors, currently we are not able to determine an amount within the foregoing range that is a better estimate than any other amount. Accrual of a loss contingency is not recorded until a loss is determined to be both probable and reasonably estimable.

Long-term debt related commitments

Ferrellgas has long and short-term payment obligations under agreements such as the indentures governing its senior notes. See Note E “Debt” for a description of these debt obligations and a schedule of future maturities.

Ferrellgas Partners Finance Corp  
Contingencies and commitments  
Contingencies and commitments

B.    Contingencies and commitments

Partners Finance Corp. serves as co-issuer and co-obligor for debt securities of Ferrellgas Partners. As of April 30, 2024, Ferrellgas Partners had no debt securities outstanding, and Partners Finance Corp. therefore was not liable as co-issuer for any such debt securities.

Ferrellgas Finance Corp  
Contingencies and commitments  
Contingencies and commitments

B.    Contingencies and commitments

Finance Corp. serves as co-issuer and co-obligor for debt securities of the operating partnership. As of April 30, 2024 and July 31, 2023, Finance Corp. was liable as co-issuer and co-obligor for the operating partnership’s (i) $650 million aggregate principal amount of unsecured senior notes due 2026 and (ii) $825 million aggregate principal amount of unsecured senior notes due 2029, each of which were issued on March 30, 2021.