| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On December 5, 2024, 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 a group of underwriters named in the Underwriting Agreement, in connection with the Issuers’ public offering of senior notes (the “Offering”).
The Underwriting Agreement provides for, among other things, the issuance and sale by the Issuers of $600 million in aggregate principal amount of 8.000% senior unsecured notes due 2033 (the “Notes”), guaranteed by certain subsidiary guarantors of Genesis (such guarantees, together with the Notes, the “Securities”).
The Issuers expect to receive net proceeds from the Offering, after deducting underwriting discounts, commissions, and estimated expenses, of approximately $589 million. Genesis intends to use the net proceeds from the Offering (i) to purchase or redeem up to $575 million aggregate principal amount of our outstanding 8.0% senior notes due 2027 (the “2027 Notes”) and (ii) for general partnership purposes, including repaying a portion of the revolving borrowings outstanding under our senior secured credit facility.
The Underwriting Agreement provides that the obligations of the underwriters to purchase the Notes are subject to receipt of legal opinions by counsel and to other customary conditions. The Issuers have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the underwriters may be required to make because of any of those liabilities.
The Securities have been registered under the Securities Act, pursuant to the Registration Statement on Form S-3 (Registration No. 333-278743), as supplemented by the Prospectus Supplement dated December 5, 2024, relating to the Offering, filed with the SEC pursuant to Rule 424(b) of the Securities Act.
The Underwriting Agreement contains representations, warranties and other provisions that were made only for purposes of the Underwriting Agreement and as of specific dates and were solely for the benefit of the parties thereto. Accordingly, investors and securityholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
This summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Affiliates of certain of the underwriters are lenders under our senior secured credit facility, and as such may be entitled to be repaid with the net proceeds of the Offering that are used to repay a portion of the borrowings outstanding under our senior secured credit facility and may receive their pro rata portion of such repayment.
Additionally, certain of the underwriters or their affiliates are holders of our 2027 Notes and, accordingly, may receive a portion of the proceeds of this Offering.
| Item 7.01 | Regulation FD Disclosure. |
On December 5, 2024, Genesis issued a press release announcing the commencement of the Offering of the Securities. On December 5, 2024, Genesis issued a press release announcing the pricing of the Notes. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 and the press releases are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 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 Exhibits be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
