UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously reported in a Current Report on Form 8-K, on January 18, 2023, Genesis Energy, L.P. (“Genesis”), Genesis Energy Finance Corporation (together with Genesis, the “Issuers”) and certain subsidiary guarantors of Genesis entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, as representative of the group of underwriters named in the Underwriting Agreement, pursuant to which the Issuers agreed to sell $500 million in aggregate principal amount of 8.875% senior unsecured notes due 2030 (the “Notes”), guaranteed by certain subsidiary guarantors of Genesis (the “Guarantees” and, together with the Notes, the “Securities”). Genesis intends to use a portion of the net proceeds from the offering to fund the purchase price and accrued and unpaid interest for all of its 5.625% senior unsecured notes due 2024 (the “2024 Notes”) validly tendered and accepted for payment in its concurrent cash tender offer (the “Tender Offer”) and the redemption price and accrued and unpaid interest for any 2024 Notes that remain outstanding after the Tender Offer, and the remainder for general partnership purposes, including repaying the borrowings outstanding under its credit facility. The offering closed on January 25, 2023.
The terms of the Securities are governed by an Indenture (the “Base Indenture”) among the Issuers, the subsidiary guarantors party thereto, and the Trustee (as defined below), dated as of May 21, 2015, as supplemented by the Eighteenth Supplemental Indenture thereto (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of January 25, 2023, among the Issuers, the subsidiary guarantors party thereto, and Regions Bank, as trustee (together with, as to any time prior to September 30, 2020, U.S. Bank National Association, as predecessor trustee, each, in such capacity, the “Trustee”). The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of Genesis’ other existing and future senior unsecured indebtedness, including the 2024 Notes, $534.8 million aggregate principal amount of the Issuers’ 6.500% senior notes due 2025, $339.3 million aggregate principal amount of the Issuers’ 6.250% senior notes due 2026, $981.2 million aggregate principal amount of the Issuers’ 8.000% senior notes due 2027, and $679.4 million aggregate principal amount of the Issuers’ 7.750% senior notes due 2028. The Guarantees are senior unsecured obligations of the subsidiary guarantors and rank equal in right of payment with the existing and future senior unsecured indebtedness of the subsidiary guarantors. Interest on the Notes will accrue at a rate of 8.875% per year and is payable on April 15 and October 15 of each year, beginning on October 15, 2023. The Notes will mature on April 15, 2030. The terms of the Notes are further described in the Prospectus Supplement dated January 18, 2023, relating to the Securities, filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
This summary of the Base Indenture and the Supplemental Indenture is qualified in its entirety by reference to the full text of the Base Indenture, a copy of which is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference, and the Supplemental Indenture, including the form of the Notes, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
| Item 8.01 | Other Events. |
Genesis is filing exhibits 4.1, 4.2, 5.1, 5.2, 5.3, 23.1, 23.2 and 23.3 in Item 9.01 of this Current Report on Form 8-K in connection with the offering of the Securities. The Securities have been registered under the Securities Act of 1933, as amended, pursuant to Genesis’ effective Registration Statement on Form S-3 (Registration No. 333-255327), as amended, as supplemented by the Prospectus Supplement dated January 18, 2023, relating to the offering of the Securities, filed with the SEC pursuant to Rule 424(b) of the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following materials are filed as exhibits to this Current Report on Form 8-K.
SIGNATURES
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.
| GENESIS ENERGY, L.P. (a Delaware limited partnership) | ||||||
| By: | GENESIS ENERGY, LLC, as its sole general partner | |||||
| Date: January 25, 2023 | By: | /s/ Robert V. Deere | ||||
| Robert V. Deere Chief Financial Officer | ||||||