GENESIS ENERGY, L.P. (NYSE:GEL) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On March20, 2017, Genesis Energy, L.P. entered into an
Underwriting Agreement (the Underwriting
Agreement) with Wells Fargo Securities, LLC and
Robert W. Baird Co. Incorporated, in connection with our public
offering of common units representing limited partner interests
in us (the Common Units).

The Underwriting Agreement provides for, among other things, the
issuance and sale by us of an aggregate of 4,000,000 CommonUnits
at a price of $30.65 per Common Unit. In addition, we granted the
underwriters a 30-day option to purchase up to an additional
600,000 Common Units from us on the same terms, which the
underwriters exercised in full on March21, 2017.

The Common Units have been registered under the Securities Act of
1933, as amended (the Securities Act),
to our effective Registration Statement on Form S-3 (Registration
No.333-203259), as
amended by Post-Effective Amendment No.1 and Post-Effective
Amendment No.2, as supplemented by the Prospectus Supplement
dated March20, 2017, relating to the Common Units, filed with the
SEC to Rule424(b) of the Securities Act. The closing of the sale
of the Common Units occurred on March24, 2017.

The Underwriting
Agreement provides that the obligation of the underwriters to
purchase the Common Units was subject to receipt of legal
opinions by counsel and to other customary conditions. We have
agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute
to payments the underwriters may be required to make because of
any of those liabilities.

The Underwriting
Agreement contains representations, warranties and other
provisions that were made or agreed to, among other things, to
provide the parties thereto with specified rights and obligations
and to allocate risk among them. Accordingly, the Underwriting
Agreement should not be relied upon as constituting a description
of the state of affairs of any of the parties thereto or their
affiliates at the time it was entered into or otherwise.

A copy of the
Underwriting Agreement is filed as Exhibit 1.1 and is
incorporated into this Item 1.01 by reference. The description of
the Underwriting Agreement contained herein is qualified in its
entirety by the full text of such exhibit.

From time to time,
the underwriters and their affiliates have provided, or may in
the future provide, various investment banking, commercial
banking, financial advisory, brokerage and other services to us
and our affiliates for which services they have received, and may
in the future receive, customary fees and expense reimbursement.
The underwriters and their affiliates may, from time to time,
engage in transactions with and perform services for us in the
ordinary course of their business for which they may receive
customary fees and reimbursement of expenses. An affiliate of
Wells Fargo Securities, LLC is a lender under our revolving
credit facility and could receive a portion of the proceeds from
the Common Units offering by us to the repayment of outstanding
borrowings under our revolving credit facility with such
proceeds.

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On March20, 2017,
we issued a press release announcing the commencement of a public
offering of 4,000,000 Common Units. A copy of the press release
is attached as Exhibit99.1 and is incorporated into this Item
8.01 by reference.

On March20, 2017,
we issued a press release announcing the pricing of a public
offering of 4,000,000 Common Units. A copy of this press release
is attached as Exhibit99.2 and is incorporated into this Item
8.01 by reference.

(d)
Exhibits

The following
materials are filed as exhibits to this Current Report on Form
8-K.

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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.

GENESIS ENERGY, L.P. (NYSE:GEL) Recent Trading Information

GENESIS ENERGY, L.P. (NYSE:GEL) closed its last trading session up +0.12 at 31.59 with 656,403 shares trading hands.