SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 December 10, 2020, 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 RBC Capital Markets, LLC, as representative of the group of underwriters named in the Underwriting Agreement, pursuant to which the Issuers agreed to sell $750 million in aggregate principal amount of 8.0% senior unsecured notes due 2027 (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 6.000% senior unsecured notes due 2023 (the “2023 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 2023 Notes that remain outstanding after the Tender Offer and the remainder for general partnership purposes, including repaying a portion of the borrowings outstanding under Genesis’ revolving credit facility. The offering closed on December 17, 2020.
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 Fifteenth Supplemental Indenture thereto (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of December 17, 2020, 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 2023 Notes, $341.1 million aggregate principal amount of the Issuers’ 5.625% senior notes due 2024, $534.8 million aggregate principal amount of the Issuers’ 6.500% senior notes due 2025, $359.8 million aggregate principal amount of the Issuers’ 6.250% senior notes due 2026, and $721.0 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 8.0% per year and is payable on January 15 and July 15 of each year, beginning on July 15, 2021. The Notes will mature on January 15, 2027. The terms of the Notes are further described in the Prospectus Supplement dated December 10, 2020, 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.|| |
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. 333-224380), as amended, as supplemented by the Prospectus Supplement dated December 10, 2020, 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.
The following materials are filed as exhibits to this Current Report on Form 8-K.
|4.1||Indenture, dated as of May 21, 2015, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the subsidiary guarantors named therein and the Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed on May 21, 2015, File No. 001-12295).|
|4.2||Fifteenth Supplemental Indenture, dated as of December 17, 2020, among Genesis Energy, L.P., Genesis Energy Finance Corporation, the subsidiary guarantors named therein and the Trustee.|
|5.1||Opinion of Akin Gump Strauss Hauer & Feld LLP regarding the legality of the specified Securities.|
|5.2||Opinion of Liskow & Lewis, A Professional Law Corporation, concerning certain matters of Louisiana law.|
|5.3||Opinion of Law Office of John Foster Tyra, PC, concerning certain matters of Alabama law.|
|23.1||Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1).|
|23.2||Consent of Liskow & Lewis, A Professional Law Corporation (included in Exhibit 5.2).|
|23.3||Consent of Law Office of John Foster Tyra, PC (included in Exhibit 5.3).|
|104||Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).|
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)
GENESIS ENERGY, LLC, as its sole
|Date: December 17, 2020||By:|
Robert V. Deere
|Chief Financial Officer|