Debt

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Debt

Debt

    At December 31, 2020 and 2019, our obligations under debt arrangements consisted of the following:

	December 31, 2020						December 31, 2019
	Principal		Debt Issuance Costs (1)		Net Value		Principal		Unamortized Discount and Debt Issuance Costs (1)		Net Value
Senior secured credit facility	$	643,700	$	—	$	643,700	$	959,300	$	—	$	959,300
6.750% senior unsecured notes due 2022	—		—		—		750,000		9,349		740,651
6.000% senior unsecured notes due 2023	80,859		504		80,355		400,000		3,557		396,443
5.625% senior unsecured notes due 2024	341,135		2,963		338,172		350,000		3,923		346,077
6.500% senior unsecured notes due 2025	534,834		5,639		529,195		550,000		7,020		542,980
6.250% senior unsecured notes due 2026	359,799		4,189		355,610		450,000		6,214		443,786
8.000% senior unsecured notes due 2027	750,000		13,022		736,978		—		—		—
7.750% senior unsecured notes due 2028	720,975		11,269		709,706		—		—		—
Total long-term debt	$	3,431,302	$	37,586	$	3,393,716	$	3,459,300	$	30,063	$	3,429,237

(1)    Unamortized debt issuance costs associated with our senior secured credit facility (included in Other Long Term Assets on the Consolidated Balance Sheets) were $5.8 million and $7.6 million as of December 31, 2020 and December 31, 2019, respectively.

Senior Secured Credit Facility

The key terms for rates under our $1.7 billion senior secured credit facility, which are dependent on our leverage ratio (as defined in the credit agreement), are as follows:

•The interest rate on borrowings may be based on an alternate base rate or a Eurodollar rate, at our option. The alternate base rate is equal to the sum of (a) the greatest of (i) the prime rate as established by the administrative agent for the credit facility, (ii) the federal funds effective rate plus 0.5% of 1% and (iii) the LIBOR rate for a one-month maturity plus 1% and (b) the applicable margin. The Eurodollar rate is equal to the sum of (a) the LIBOR rate for the applicable interest period multiplied by the statutory reserve rate and (b) the applicable margin. The applicable margin varies from 1.75% to 3.50% on Eurodollar borrowings and from 0.75% to 2.50% on alternate base rate borrowings, depending on our leverage ratio. Our leverage ratio is recalculated quarterly and in connection with each material acquisition. At December 31, 2020, the applicable margins on our borrowings were 2.00% for alternate base rate borrowings and 3.00% for Eurodollar rate borrowings.

•Letter of credit fees range from 1.75% to 3.50% based on our leverage ratio as computed under the credit facility. The rate can fluctuate quarterly. At December 31, 2020, our letter of credit rate was 3.00%.

•We pay a commitment fee on the unused portion of the $1.7 billion maximum facility amount. The commitment fee on the unused committed amount will range from 0.25% to 0.50% per annum depending on our leverage ratio (0.50% at December 31, 2020).

•Our credit facility contains a $300 million accordion feature, giving us the ability to expand the size of the facility up to $2.0 billion for acquisitions or growth projects, subject to lender consent.

    Our credit facility contains customary covenants (affirmative, negative and financial) that could limit the manner in which we may conduct our business. As defined in our credit facility, we are required to meet three primary financial metrics—a maximum leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio. Our credit agreement provides for the temporary inclusion of certain pro forma adjustments to the calculations of the required ratios following material acquisitions. In general, our leverage ratio calculation compares our consolidated funded debt (including outstanding notes we have issued) to our Adjusted Consolidated EBITDA (as defined and adjusted in accordance with the credit facility). On March 25, 2020, we amended our credit agreement. This amendment, among other things, (i) sets the maximum Consolidated Senior Secured Leverage Ratio (as defined in the credit agreement) at 3.25 to 1.00 throughout the remaining term of the facility, and (ii) allows us to purchase certain of our outstanding senior unsecured notes, subject to certain customary conditions. On July 24, 2020, we further amended our credit agreement. This amendment increased our Consolidated Leverage Ratio from 5.50X to 5.75X from September 30, 2020 through March 31, 2021, after which time it reverts back to 5.50X for the remaining term of the agreement. Additionally, it decreases our Consolidated Interest Coverage Ratio from 3.0X to 2.75X from September 30, 2020 through March 31, 2021, after which time it reverts back to 3.0X for the remaining term of the agreement.

    At December 31, 2020, we had $643.7 million borrowed under our credit facility, with $34.4 million of the borrowed amount designated as a loan under the inventory sublimit. Our credit agreement allows up to $200 million of the capacity to be used for letters of credit, of which $1.1 million was outstanding at December 31, 2020. Due to the revolving nature of loans under our credit facility, additional borrowings and periodic repayments and re-borrowings may be made until the maturity date of May 9, 2022. The total amount available for borrowings under our credit facility at December 31, 2020 was $1,055.2 million, subject to compliance with our covenants. Our credit facility does not include a “borrowing base” limitation except with respect to our inventory loans.

As a result of our two unsecured notes refinancings completed in 2020 and terming out our senior secured credit facility by approximately $350 million with longer-term, higher coupon fixed rate debt, it is likely that we will not remain in full compliance with the interest coverage ratio in our existing senior secured credit facility. However, we believe it is highly probable that we will obtain an amendment or waiver to our existing facility that would enable us to meet all covenants for the twelve-month period following the issuance of our financial statements included in this report. We are currently in discussions with our lenders to amend and extend our senior secured credit facility, which would contain provisions, among others, to give us additional flexibility on our covenants and extended tenor. Management expects to close such new facility with our senior secured lenders in the first or second quarter of 2021. However, if we are unsuccessful in amending and/or extending the facility, we would have to obtain alternative financing or take strategic actions.

As a general rule, the assets and credit of our unrestricted subsidiaries are not available to satisfy the debts of Genesis

Energy, L.P., Genesis Energy Finance Corporation or the Guarantor Subsidiaries, and the liabilities of our unrestricted

subsidiaries do not constitute obligations of Genesis Energy, L.P., Genesis Energy Finance Corporation or the Guarantor

Subsidiaries except, in the case of Alkali Holdings (as defined below) and Genesis Energy, L.P., to the extent agreed to in the

services agreement between the Partnership and Alkali Holdings dated as of September 23, 2019.

Senior Unsecured Notes

    On May 15, 2014, we issued $350 million in aggregate principal amount of 5.625% senior unsecured notes due June 15, 2024 (the "2024 Notes"). Our 2024 Notes were sold at face value. Interest payments are due on June 15 and December 15 of each year with the initial interest payment due December 15, 2014. Our 2024 Notes mature on June 15, 2024. The net proceeds were used to repay borrowings under our credit facility and for general partnership purposes.

    On May 21, 2015, we issued $400 million in aggregate principal amount of 6.00% senior unsecured notes due May 15, 2023 (the "2023 Notes"). Interest payments are due on May 15 and November 15 of each year with the initial interest payment due November 15, 2015. Our 2023 Notes mature on May 15, 2023. We used a portion of the proceeds from those notes to effectively redeem all of our outstanding $350 million, 7.875% senior unsecured notes due 2018, using a combination of public tender offer and our redemption rights relating to those notes. On December 17, 2020, $308.8 million of these notes were validly tendered and repaid upon the issuance of our $750.0 million unsecured notes due in 2027 (the "2027 Notes"), as discussed below. We incurred a loss of approximately $8.2 million relating to the tender of our 2023 Notes, inclusive of our transaction costs and the write-off of the related unamortized debt issuance costs, which is recorded as "Other income (expense)" in our Consolidated Statements of Operations for the year ended December 31, 2020. On January 19, 2021 we redeemed the remaining $80.9 million of our 2023 Notes in accordance with the terms and conditions of the indenture governing the 2023 Notes.

    On July 23, 2015, we issued $750 million in aggregate principal amount of 6.75% senior unsecured notes due August 1, 2022 (the "2022 Notes"). Interest payments are due on February 1 and August 1 of each year with the initial interest payment due February 1, 2016. Our 2022 Notes mature on August 1, 2022. That issuance generated net proceeds of $728.6 million net of issuance discount and underwriting fees. The net proceeds were used to fund a portion of the purchase price for our Enterprise acquisition. On January 16, 2020, $554.8 million of these notes were validly tendered and repaid upon the issuance of our $750 million unsecured notes due in 2028 (the "2028 Notes"), as discussed below. On February 16, 2020, the remaining $222.1 million of the remaining 2022 notes were redeemed. We incurred a total loss of approximately $23.5 million relating to the extinguishment of our 2022 Notes, inclusive of our transaction costs and the write-off of the related unamortized debt issuance costs and discount, which is recorded in "Other income (expense)" in our Consolidated Statements of Operations for the year ended December 31, 2020.

    On August 14, 2017, we issued $550 million in aggregate principal amount of 6.50% senior unsecured notes due October 1, 2025 (the "2025 Notes"). Interest payments are due April 1 and October 1 of each year with the initial interest payment due April 1, 2018. That issuance generated net proceeds of $540.1 million, net of issuance costs incurred. Our 2025 Notes mature on October 1, 2025. The net proceeds were used to fund a portion of the purchase price for our acquisition of our Alkali Business.

    On December 11, 2017, we issued $450 million in aggregate principal amount of 6.25% senior unsecured notes due May 15, 2026 (the "2026 Notes"). Interest payments are due May 15 and November 15 of each year with the initial interest payment due May 15, 2018. That issuance generated net proceeds of $441.8 million, net of issuance costs incurred. We used $204.8 million of the net proceeds to redeem the portion of the 5.75% senior unsecured notes due February 15, 2021 (the "2021 Notes") that were validly tendered and the remaining net proceeds to repay a portion of the borrowings outstanding under our revolving credit facility.

On January 16, 2020, we issued $750 million in aggregate principal amount of our 7.75% 2028 Notes (the "2028 Notes"). Interest payments are due February 1 and August 1 of each year with the initial interest payment due on August 1, 2020. That issuance generated net proceeds of $736.7 million net of issuance costs incurred. Our 2028 Notes mature on February 15, 2028. We used $554.8 million of the net proceeds to redeem the portion of the 6.75% 2022 Notes (including principal, accrued interest and tender premium) that were validly tendered, and the remaining net proceeds were used to repay a portion of the borrowings outstanding under our revolving credit facility.

On December 17, 2020, we issued $750 million in aggregate principal amount of our 8.00% 2027 Notes due on January 15, 2027 (the "2027 Notes"). Interest payments are due January 15 and July 15 of each year with the initial interest payment due on July 15, 2021. That issuance generated net proceeds of approximately $737 million net of issuance costs incurred. We used $316.5 million of the net proceeds to repay the portion of the 6.00% 2023 Notes (including principal, accrued interest and tender premium) that were validly tendered, and the remaining proceeds at the time were used to repay a portion of the borrowings outstanding under our revolving credit facility. We incurred a loss of approximately $8.2 million relating to the tender of our 2023 Notes, inclusive of our transaction costs and the write-off of the related unamortized debt issuance costs, which is recorded as "Other income (expense)" in our Consolidated Statements of Operations for the year ended December 31, 2020.

During the year ended December 31, 2020, we repurchased $153.6 million of certain of our senior unsecured notes on the open market and recorded cancellation of debt income of $27.3 million. This is recorded within "Other income (expense)" in our Consolidated Statements of Operations for the year ended December 31, 2020.

    We have the right to redeem each of our series of notes beginning on specified dates as summarized below, at a premium to the face amount of such notes that varies based on the time remaining to maturity on such notes. Additionally, we may redeem up to 35% of the principal amount of each of our series of notes with the proceeds from an equity offering of our common units during certain periods. A summary of the applicable redemption periods is provided in the table below.    

	2023 Notes(1)	2024 Notes	2025 Notes	2026 Notes	2027 Notes	2028 Notes
Redemption right beginning on	May 15, 2018	June 15, 2019	October 1, 2020	February 15, 2021	January 15, 2024	February 1, 2023
Redemption of up to 35% of the principal amount of notes with the proceeds of an equity offering permitted prior to	May 15, 2018	June 15, 2019	October 1, 2020	February 15, 2021	January 15, 2024	February 1, 2023

(1) Refer to Note 23 for discussion surrounding our redemption of our 2023 Notes during the first quarter of 2021.

    Guarantees of our 2023, 2024, 2025, 2026, 2027 and 2028 Notes will be released under certain circumstances, including (i) in connection with any sale or other disposition of (a) all or substantially all of the properties or assets of a guarantor (including by way of merger or consolidation) or (b) all of the capital stock of such guarantor, in each case, to a person that is not a restricted subsidiary of the Partnership (ii) if the Partnership designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) upon legal defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture, (iv) upon the liquidation or dissolution of such guarantor, or (v) at such time as such guarantor ceases to guarantee any other indebtedness of either of the issuers and any other guarantor.

Covenants and Compliance

    Our credit agreement and the indentures governing the senior notes contain cross-default provisions. Our credit documents prohibit distributions on, or purchases or redemptions of, units if any default or event of default is continuing. In addition, those agreements contain various covenants limiting our ability to, among other things:

•incur indebtedness if certain financial ratios are not maintained;

•grant liens;

•engage in sale-leaseback transactions; and

•sell substantially all of our assets or enter into a merger or consolidation.

    A default under our credit documents would permit the lenders thereunder to accelerate the maturity of the outstanding debt. As long as we are in compliance with our credit facility, our ability to make distributions of “available cash” is not restricted. As of December 31, 2020, we were in compliance with the financial covenants contained in our credit facility and indentures.