GEL Genesis Energy LP

As previously reported in a Current Report on Form 8-K, on January 9, 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 BMO Capital Markets Corp., 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 7.750% senior unsecured notes due 2028 (the “Notes”), guaranteed by certain subsidiary guarantors of Genesis (the “Guarantees” and, together with the Notes, the “Securities”). Genesis intends to use the net proceeds from the offering to fund the purchase price and accrued and unpaid interest for all of its 6.750% senior unsecured notes due 2022 (the “2022 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 2022 Notes that remain outstanding after the Tender Offer. The offering closed on January 16, 2020.

The terms of the Securities are governed by an Indenture (the “Base Indenture”) among the Issuers, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (the “Trustee”), dated as of May 21, 2015, as supplemented by the Fourteenth Supplemental Indenture thereto (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of January 16, 2020, among the Issuers, the subsidiary guarantors party thereto, and 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 $400 million aggregate principal amount of the Issuers’ 6.000% senior notes due 2023, $350 million aggregate principal amount of the Issuers’ 5.625% senior notes due 2024, $550 million aggregate principal amount of the Issuers’ 6.500% senior notes due 2025, and $450 million aggregate principal amount of the Issuers’ 6.250% senior notes due 2026. 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 7.750% per year and is payable on February 1 and August 1 of each year, beginning on August 1, 2020. The Notes will mature on February 1, 2028. The terms of the Notes are further described in the Prospectus Supplement dated January 9, 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.