Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On January 18, 2023, 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 $500 million in aggregate principal amount of 8.875% senior unsecured notes due 2030 (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 $491 million. 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 5.625% senior unsecured notes due 2024 (the "2024 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 2024 Notes that remain outstanding after the completion or termination of the Tender Offer, and the remainder for general partnership purposes, including repaying the borrowings outstanding under its 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. 333-255327), as supplemented by the Prospectus Supplement dated January 18, 2023, 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 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 the credit facility and may receive their pro rata portion of such repayment.

Item 7.01 Regulation FD Disclosure.

On January 18, 2023, Genesis issued a press release announcing the commencement of the Offering of the Securities. On January 18, 2023, 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.

--------------------------------------------------------------------------------

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



The following materials are filed as exhibits to this Current Report on Form
8-K.

Exhibit
Number                                    Description

 1.1           Underwriting Agreement dated January 18, 2023 among Genesis Energy,
             L.P., Genesis Energy Finance Corporation, the subsidiary guarantors
             named therein and Wells Fargo Securities, LLC, as representative of
             the several underwriters named therein.

99.1           Press release of Genesis Energy, L.P. dated January 18, 2023.

99.2           Press release of Genesis Energy, L.P. dated January 18, 2023.

104          Cover Page Interactive Data File (formatted as Inline XBRL).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses