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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 27, 2003
INERGY, L.P.
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(Exact name of Registrant as specified in its charter)
Delaware 0-32453 43-1918951
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
2 Brush Creek Boulevard, Suite 200
Kansas City, MO 64112
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(Address of Principal Executive Offices) (Zip Code)
(816) 842-8181
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Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Inergy, L.P. (the "Partnership") is filing this Current Report on Form
8-K in connection with the public offering (the "Offering") of 700,000 common
units (the " Units") representing limited partner interests in the Partnership,
and up to an additional 105,000 common units issuable pursuant to an
over-allotment option granted to Lehman Brothers Inc., as the sole underwriter,
under the Partnership's shelf registration statement on Form S-3 (Registration
No. 333-101165) (the "Registration Statement"), as supplemented by the
Prospectus Supplement dated February 27, 2003 relating to the Units filed with
the Securities and Exchange Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended. In connection with the Offering, the
Partnership, Inergy Propane, LLC, New Inergy Propane, LLC, Inergy Partners, LLC,
Inergy GP, LLC, Inergy Sales & Service, Inc., L & L Transportation, LLC, and
Inergy Transportation, LLC, entered into an underwriting agreement with Lehman
Brothers Inc. on February 27, 2003. The closing of the sale of the Units is
expected to take place on March 5, 2003.
The net proceeds from the offering (assuming no exercise of the
over-allotment option) and the general partner's capital contribution to
maintain its 2% interest in the partnership will be used to reduce approximately
$20.7 million of indebtedness under the revolving acquisition facility within
its bank credit facility. Inergy, L.P. would have approximately $63.1 million of
remaining borrowing capacity under this facility for future acquisitions
following this repayment.
As part of its ongoing acquisition program, the Partnership is
continuing to evaluate a number of potential acquisitions which are at various
stages of the due diligence and negotiation process and which it believes are
consistent with its acquisition strategy of making acquisitions that would
increase its distributable cash flow per unit. The Partnership has executed
non-binding letters of intent to acquire substantially all of the assets of
three retail propane marketers. The aggregate purchase price for these three
propane marketers is anticipated to be approximately $50 million. It is expected
that the consideration for these acquisitions would be payable in cash which
would be obtained from the revolving acquisition facility. Each of these
acquisitions is subject to the successful negotiation of a definitive purchase
agreement and the satisfaction of customary closing conditions. There can be no
assurance that any or all of these acquisitions will be consummated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1. Underwriting Agreement, dated as of February 27, 2003, by and among
Inergy, L.P., Inergy Propane, LLC, New Inergy Propane, LLC, Inergy
Partners, LLC, Inergy GP, LLC, Inergy Sales & Service, Inc., L & L
Transportation, LLC, Inergy Transportation, LLC, and Lehman Brothers
Inc.
5.1 Opinion of Stinson Morrison Hecker LLP as to the legality of the common
units representing limited partner interests.
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23.1 Consent of Stinson Morrison Hecker LLP (included in Exhibit 5.1).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INERGY, L.P.
By: INERGY GP, LLC, its Managing General
Partner
Dated: February 27, 2003
By: /s/ R. Brooks Sherman Jr.
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R. Brooks Sherman Jr.
Senior Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
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Exhibit Index
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Exhibit Number Description
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1.1. Underwriting Agreement, dated as of February 27, 2003, by
and among Inergy, L.P., Inergy Propane, LLC, New Inergy
Propane, LLC, Inergy Partners, LLC, Inergy GP, LLC, Inergy
Sales & Service, Inc., L & L Transportation, LLC, Inergy
Transportation, LLC, and Lehman Brothers Inc.
5.1 Opinion of Stinson Morrison Hecker LLP as to the legality
of the common units representing limited partner interests.
23.1 Consent of Stinson Morrison Hecker LLP (included in Exhibit
5.1).
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