Item 1.01.
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Entry into a Material Definitive Agreement
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On March 20, 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 Common
Units 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 March 21, 2017.
The Common
Units have been registered under the Securities Act of 1933, as amended (the
Securities Act
), pursuant 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 March 20, 2017, relating to the Common Units,
filed with the SEC pursuant to Rule 424(b) of the Securities Act. The closing of the sale of the Common Units occurred on March 24, 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 pursuant to the repayment of outstanding borrowings under our revolving credit facility with such proceeds.
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