Acquisition and Divestiture

Acquisition

Alkali Business

On September 1, 2017, we acquired the Alkali Business for approximately $1.325 billion (inclusive of approximately $100 million in working capital). The Alkali Business produces natural soda ash, also known as sodium carbonate (Na2CO3), as basic building block for a number of ubiquitous products, including flat glass, container glass, dry detergent and a variety of chemicals and other industrial products. To finance that transaction and the related costs, we used proceeds from (i) a $550.0 million public offering of 6.50% senior unsecured notes due 2025 in August 2017, generating net proceeds of $540.1 million after issuance discount and underwriting fees, (ii) a $750 million private placement of Class A Convertible Preferred units in September 2017, generating net proceeds of $726.2 million, (iii) borrowings under our revolving credit facility and (iv) cash on hand.

We have reflected the financial results of our Alkali Business in our sodium minerals and sulfur services segment from the date of acquisition. The purchase price has been allocated to the assets acquired and liabilities assumed based on estimated preliminary fair values. Those preliminary fair values were developed by management with the assistance of a third-party valuation firm and are subject to change pending a final valuation report and final determination of working capital acquired and other purchase price adjustments. We expect to finalize the purchase price allocation for this transaction during the fourth quarter of 2017.

The preliminary allocation of the purchase price, as presented on our Consolidated Balance Sheet, is summarized as follows:



Accounts receivable	138,291
Inventories	31,944
Other current assets	13,947
Fixed assets	617,878
Mineral leaseholds	623,137
Accounts payable	(51,534		)
Other current liabilities	(29,870		)
Other long-term liabilities	(18,793		)
Total Purchase Price	$	1,325,000

Fixed assets identified in connection with our valuation and preliminary purchase price allocation include the related facilities, machinery and equipment associated with the Alkali Business, principally at our Green River, Wyoming operations. These assets will be depreciated under the straight line method and have an average useful life of approximately 15 years. Mineral leaseholds include the trona reserves at our Green River, Wyoming facility and are depleted over their useful lives as determined by the units of production method. Other long-term liabilities include various items including assumed employee benefit plan obligations.

Our Consolidated Financial Statements include the results of our Alkali Business since September 1, 2017, the closing date of the acquisition. The following table presents selected financial information included in our Consolidated Financial Statements for the periods presented:

The table below presents selected unaudited pro forma financial information incorporating the historical results of our Alkali Business. The pro forma financial information below has been prepared as if the acquisition had been completed on January 1, 2016 and is based upon assumptions deemed appropriate by us and may not be indicative of actual results. This pro forma information was prepared using historical financial data of the Tronox trona and trona-based exploring, mining, processing, producing, marketing and selling business and reflects certain estimates and assumptions made by our management. Our unaudited pro forma financial information is not necessarily indicative of what our consolidated financial results would have been had the Alkali Business acquisition been completed on January 1, 2016. Pro forma net income includes the effects of distributions on preferred units and interest expense on incremental borrowings. The dilutive effect of Series A Preferred Units is calculated using the if-converted method.



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017		2016
Pro forma consolidated financial operating results:
Revenues	$	615,275		$	653,749	$	1,829,389	$	1,872,939
Net Income Attributable to Genesis Energy, L.P.	10,978			31,400		59,314		78,113
Net Income Available to Common Unitholders	(5,276		)	15,943		10,939		31,853
Basic and diluted earnings per common unit:
As reported net income per common unit	$	0.01		$	0.28	$	0.51	$	0.81
Pro forma net income per common unit	$	(0.04	)	$	0.14	$	0.09	$	0.28

As relating to the Alkali Business acquisition, we have incurred approximately $10.4 million in acquisition related costs through September 30, 2017. Such costs are included as "General and Administrative costs" on our Unaudited Condensed Consolidated Statement of Operations.

Three Months Ended September 30, 2017

Nine Months Ended September 30, 2017

Net income