GENESIS ENERGY, L.P. (NYSE:GEL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement
As previously reported in a Current Report on Form 8-K, on December4, 2017, Genesis Energy, L.P. (“Genesis”), Genesis Energy Finance Corporation (together with Genesis, the“Issuers”) and certain subsidiary guarantors entered into an Underwriting Agreement (the“Underwriting Agreement”) with Citigroup Global Markets Inc., as representative of a group of underwriters named in the Underwriting Agreement, to which the Issuers agreed to sell $450million in aggregate principal amount of 6.250% senior unsecured notes due 2026 (the“Notes”), guaranteed by certain subsidiary guarantors of Genesis (the“Guarantees” and, together with the Notes, the“Securities”). The offering closed on December11, 2017.
The terms of the notes are governed by an Indenture (the“Base Indenture”) among the Issuers, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (the“Trustee”), dated as of May21, 2015, as supplemented by the Eleventh Supplemental Indenture thereto (the“Supplemental Indenture” and, together with the Base Indenture, the“Indenture”), dated as of December11, 2017, among the Issuers, the subsidiary guarantors party thereto, and 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 $350million aggregate principal amount of the Issuers’ 5.750% senior notes due 2021 (the“2021 Notes”), $750million aggregate principal amount of the Issuers’ 6.750% senior notes due 2022, $400million aggregate principal amount of the Issuers’ 6.000% senior notes due 2023, $350million aggregate principal amount of the Issuers’ 5.625% senior notes due 2024 and $550million aggregate principal amount of the Issuers’ 6.50% senior notes due 2025. 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 6.250%per year and is payable on May15 and November15 of each year, beginning on May15, 2018. The Notes will mature on May15, 2026. The terms of the Notes are further described in the Prospectus Supplement dated December4, 2017, relating to the Securities, filed with the SEC to Rule 424(b) of the Securities Act of 1933, as amended (the“Securities Act”).
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 1.01 Regulation FD Disclosure
The previously announced tender offer by the Issuers for up to $350million aggregate principal amount of the 2021 notes expired at 5:00 p.m., New York City time, on December8, 2017 (the“Expiration Date”). The Issuers have accepted for purchase $195,131,000 aggregate principal amount of the 2021 notes that were validly tendered and not withdrawn as of the Expiration Date for an aggregate consideration of approximately $199,277,534 plus accrued and unpaid interest on the 2021 notes, which excludes $10,360,000 aggregate principal amount of the outstanding 2021 notes that remain subject to guaranteed delivery procedures. Upon the terms and subject to the conditions specified in the Offer to Purchase dated December4, 2017, the Issuers accepted for payment, and made payment for, all such tendered 2021 notes.
On December8, 2017, Genesis issued a press release announcing the results of the tender offer. The press release is furnished as Exhibit 99.1 to this report and is incorporated by reference in its entirety to this Item 1.01.
In accordance with General Instruction B.2 of Form8-K,the information in Item 1.01 and the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section18 of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and the Exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 1.01. Other Events.
Genesis is filing the exhibits in Item 1.01 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 to Genesis’ effective Registration
1
Statement on Form S-3 (Registration No.333-203259), as amended, as supplemented by the Prospectus Supplement dated December4, 2017, relating to the offering of the Securities, filed with the SEC to Rule 424(b) of the Securities Act.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description |
| 4.1 | Indenture, dated as of May 21, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference from Exhibit4.1 to the Current Report on Form 8-K filed on May21, 2015, File No.001-12295). |
| 4.2 | Eleventh Supplemental Indenture, dated as of December 11, 2017, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee to the Indenture dated as of May 21, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee. |
| 5.1 | Opinion of Akin Gump Strauss Hauer& Feld LLP regarding the legality of the specified Securities. |
| 5.2 | Opinion of Law Office of John Foster Tyra, PC concerning certain matters of Alabama law. |
| 5.3 | Opinion of Liskow& Lewis, A Professional Law Corporation, concerning certain matters of Louisiana law. |
| 23.1 | Consent of Akin Gump Strauss Hauer& Feld LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Law Office of John Foster Tyra, PC (included in Exhibit 5.2). |
| 23.3 | Consent of Liskow& Lewis, A Professional Law Corporation (included in Exhibit 5.3). |
| 99.1 | Press release dated December8, 2017. |
GENESIS ENERGY LP ExhibitEX-4.2 2 d461293dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 Execution Version GENESIS ENERGY,…To view the full exhibit click here
About GENESIS ENERGY, L.P. (NYSE:GEL)
Genesis Energy, L.P. is a limited partnership focused on the midstream segment of the oil and gas industry. The Company operates through five segments: Offshore Pipeline Transportation, Onshore Pipeline Transportation, Refinery Services, Marine Transportation, and Supply and Logistics. The Offshore Pipeline Transportation segment is engaged in the offshore transportation of crude oil and natural gas in the Gulf of Mexico. The Onshore Pipeline Transportation segment is engaged in the transportation of crude oil and carbon dioxide (CO2). The Refinery Services segment is involved in the processing of high sulfur (or sour) gas streams and selling the related by-product, sodium hydrosulfide (NaHS). The Marine Transportation segment provides waterborne transportation of petroleum products and crude oil throughout North America. The Supply and Logistics segment is engaged in terminaling, blending, storing, marketing, and transporting crude oil and petroleum products and CO2.