Issuer Free Writing Prospectus, dated January 18, 2023
Filed Pursuant to Rule 433 under the Securities Act of 1933
Registration No. 333-255327
Pricing Term Sheet
Genesis Energy, L.P.
Genesis Energy Finance Corporation
$500,000,000 8.875% Senior Notes due 2030
January 18, 2023
| Issuers: | Genesis Energy, L.P. and Genesis Energy Finance Corporation | |||
| Title of Securities: | 8.875% Senior Notes due 2030 | |||
| Aggregate Principal Amount: | $500,000,000 (upsized from $400,000,000) | |||
| Final Maturity Date: | April 15, 2030 | |||
| Issue Price: | 100.000%, plus accrued interest, if any, from January 25, 2023 | |||
| Interest Rate: | 8.875% | |||
| Yield to Maturity: | 8.875% | |||
| Interest Payment Dates: | April 15 and October 15, beginning on October 15, 2023 | |||
| Interest Record Dates: | April 1 and October 1 | |||
| Optional Redemption: | Make-whole call at T+50 until April 15, 2026 | |||
| On or after April 15, 2026 at the prices set forth below for the twelve-month period beginning on April 15 of the years indicated below, plus accrued and unpaid interest: | ||||
Year | Percentage | |||
2026 | 104.438 | % | ||
2027 | 102.219 | % | ||
2028 and thereafter | 100.000 | % | ||
| Equity Clawback: | Up to 35% at 108.875% prior to April 15, 2026 | |||
| Joint Book-Running Managers: | Wells Fargo Securities, LLC SMBC Nikko Securities America, Inc. BofA Securities, Inc. BNP Paribas Securities Corp. Capital One Securities, Inc. Citigroup Global Markets Inc. Fifth Third Securities, Inc. RBC Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. Truist Securities, Inc. | |||
| Co-managers: | Comerica Securities, Inc. | |||
| Trade Date: | January 18, 2023 | |||
| Settlement Date: | January 25, 2023 (T+5) | |||
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |||
| Distribution: | SEC Registered | |||
| CUSIP / ISIN Numbers: | CUSIP: 37185LAN2 ISIN: US37185LAN29 | |||
| Changes to Preliminary Prospectus Supplement | At September 30, 2022, on a pro forma basis after giving effect to the application of the net proceeds of this offering as described herein, we would have had approximately $3.0347 billion of total indebtedness (excluding $4.5 million in respect of outstanding letters of credit), none of which would be secured indebtedness to which the notes would be effectively junior (to the extent of the value of the collateral securing such indebtedness), and we would have approximately $645.5 million of borrowing capacity available under our $650.0 million credit facility, subject to compliance with financial covenants, for additional secured borrowings, which would be effectively senior to the notes. In the pro forma column under “Capitalization” at page S-31, the amount of cash and cash equivalents is $32.6 million, the revolving credit facility is $0, the amount of the 2030 Notes offered hereby is $500 million, the amount of total long-term debt is $3.0347 billion and the total capitalization is $4.9140 billion. Our net proceeds from the offering are approximately $491 million. | |||
General
This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement, dated January 18, 2023. The information in this Pricing Term Sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Capitalized terms used in this Pricing Term Sheet but not defined have the meanings given them in the Preliminary Prospectus Supplement.
The issuers have filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement for this offering as supplemented hereby, the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in this offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
