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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 24, 2006
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 1-12295 76-0513049
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
500 Dallas, Suite 2500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 860-2500 (Registrant's
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
___ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240-14a-12)
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240-14d-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c)
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Item 1.01. Entry into a Material Definitive Agreement.
On March 24, 2006, Genesis Energy, L.P. ("Genesis") entered into a
definitive agreement with Magna Carta Group, LLC to purchase a 50% partnership
interest in Sandhill Group, LLC ("Sandhill"). The purchase price is $5.0
million, plus earnout provisions such that additional payments of up to $2.0
million would be paid if Sandhill achieves targeted performance levels during
the seven years between 2006 and 2012 inclusive. The acquisition, if concluded,
will be financed with a combination of cash obtained in our public offering of
common units in December 2005 and borrowings under our revolving credit
facility.
Sandhill owns a carbon dioxide processing facility located in Brandon,
Mississippi. The facility processes carbon dioxide to food grade level for sale
to the food processing industry. Genesis currently supplies all of the carbon
dioxide processed at the facility, pursuant to the carbon dioxide sales contract
assigned to Genesis with the volumetric production payment acquired in October
2005 from Denbury Resources Inc., the general partner of Genesis.
GELP issued the attached press release dated October 12, 2005, as set forth
in Exhibit 99.1 attached hereto.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following materials are filed as exhibits to this Current Report
on Form 8-K.
Exhibit.
99.1 Copy of Genesis Energy, L.P.'s press release dated
March 24, 2006.
99.2 Purchase and Sale Agreement for Membership Interest in
Sandhill Group, L.L.C. between The Magna Carta Group,
L.L.C. and Genesis Crude Oil, L.P.
SIGNATURES
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 thereunto duly authorized.
GENESIS ENERGY, L.P.
(A Delaware Limited Partnership)
By: GENESIS ENERGY, INC., as
General Partner
Date: March 27, 2006 By: /s/ ROSS A. BENAVIDES
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Ross A. Benavides
Chief Financial Officer