UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): May 3, 2016 (April 27, 2016)
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12295 | 76-0513049 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 919 Milam, Suite 2100, 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)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 27, 2016, Genesis Energy, L.P. (“Genesis”) entered into a Fourth Amendment to the Fourth Amended and Restated Credit Agreement and Joinder Agreement (the “Credit Agreement Amendment”) among Genesis, as borrower, Wells Fargo Bank, National Association, as administrative agent and issuing bank, Bank of America, N.A. and Bank of Montreal, as co-syndication agents, U.S. Bank National Association, as documentation agent, and the lenders party thereto. The Credit Agreement Amendment, among other things, (i) increases the committed amount under Genesis’ revolving credit facility to $1.7 billion (from $1.5 billion), with the ability to increase the committed amount by an additional $300 million, subject to lender consent, and (ii) permanently relaxes its maximum consolidated leverage ratio to 5.5 to 1.0.
From time to time, certain of the lenders have provided, or may in the future provide, various investment banking, commercial banking, financial advisory, brokerage and other services to Genesis and its affiliates for which services they have received, and may in the future receive, customary fees and expense reimbursement. The lenders and their affiliates may, from time to time, engage in transactions with and perform services for Genesis in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses.
The foregoing summary is qualified in its entirety by reference to the Credit Agreement Amendment, which is attached as Exhibit 10.1. The representations and warranties of Genesis in the Credit Agreement Amendment were made only for purposes of that agreement and as of specific dates and were solely for the benefit of the lenders party thereto. The Credit Agreement Amendment is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business, or operational information about Genesis and its subsidiaries. The representations and warranties made by Genesis in the Credit Agreement Amendment may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 8.01. | Other Events. |
On April 28, 2016, Genesis issued a press release announcing the Credit Agreement Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| 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 | |
| 10.1 | Fourth Amendment to Fourth Amended and Restated Credit Agreement and Joinder Agreement dated as of April 27, 2016 among Genesis Energy, L.P., as the borrower, Wells Fargo Bank, National Association, as administrative agent and issuing bank, Bank of America, N.A. and Bank of Montreal, as co-syndication agents, U.S. Bank National Association, as documentation agent, and the lenders party thereto. | |
| 99.1 | Press release of Genesis Energy, L.P. dated April 28, 2016. | |
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 hereunto duly authorized.
| GENESIS ENERGY, L.P. (a Delaware limited partnership) | ||||||
| By: | GENESIS ENERGY, LLC, as its sole general partner | |||||
| Date: May 3, 2016 | By: | /s/ Robert V. Deere | ||||
| Robert V. Deere Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Fourth Amendment to Fourth Amended and Restated Credit Agreement and Joinder Agreement dated as of April 27, 2016 among Genesis Energy, L.P., as the borrower, Wells Fargo Bank, National Association, as administrative agent and issuing bank, Bank of America, N.A. and Bank of Montreal, as co-syndication agents, U.S. Bank National Association, as documentation agent, and the lenders party thereto. | |
| 99.1 | Press release of Genesis Energy, L.P. dated April 28, 2016. | |