Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Debt

Debt

Our obligations under debt arrangements consisted of the following:

	June 30, 2021						December 31, 2020
	Principal		Unamortized Premium and Debt Issuance Costs		Net Value		Principal		Unamortized Debt Issuance Costs		Net Value
Senior secured credit facility-Revolving Loan (1)	$	118,200	$	—	$	118,200	$	643,700	$	—	$	643,700
Senior secured credit facility-Term Loan (2)	300,000		2,547		297,453		—		—		—
6.000% senior unsecured notes due 2023	—		—		—		80,859		504		80,355
5.625% senior unsecured notes due 2024	341,135		2,534		338,601		341,135		2,963		338,172
6.500% senior unsecured notes due 2025	534,834		5,046		529,788		534,834		5,639		529,195
6.250% senior unsecured notes due 2026	359,799		3,799		356,000		359,799		4,189		355,610
8.000% senior unsecured notes due 2027	1,000,000		7,401		992,599		750,000		13,022		736,978
7.750% senior unsecured notes due 2028	720,975		10,474		710,501		720,975		11,269		709,706
Total long-term debt	$	3,374,943	$	31,801	$	3,343,142	$	3,431,302	$	37,586	$	3,393,716

(1)    Unamortized debt issuance costs associated with our senior secured credit facility Revolving Loan, as defined below (included in Other Long Term Assets on the Unaudited Condensed Consolidated Balance Sheets), were $5.5 million and $5.8 million as of June 30, 2021 and December 31, 2020, respectively.

(2)    Unamortized debt issuance costs associated with our senior secured credit facility Term Loan, as defined below (included in Senior Secured Credit Facility, net on the Unaudited Condensed Consolidated Balance Sheets), was $2.5 million as of June 30, 2021.

Senior Secured Credit Facility

On April 8, 2021, we entered into the Fifth Amended and Restated Credit Agreement (our "new credit agreement") to replace our Fourth Amended and Restated Credit Agreement. Our new credit agreement provides for a $950 million senior secured credit facility, comprised of a revolving loan facility with a borrowing capacity of $650 million (the "Revolving Loan") and a term loan facility of $300 million (the "Term Loan"). The new credit agreement matures on March 15, 2024, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions. At June 30, 2021, the key terms for rates under our Revolving Loan (which are dependent on our leverage ratio as defined in the new credit agreement) and Term Loan, are as follows:

•Revolving Loan: 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 in effect on such day, (ii) the federal funds effective rate in effect on such day plus 0.5% of 1% and (iii) the LIBOR rate for a one-month maturity on such day 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 2.25% to 3.75% on Eurodollar borrowings and from 1.25% to 2.75% on alternate base rate borrowings, depending on our leverage ratio. Our leverage ratio is recalculated quarterly and in connection with each material acquisition. At June 30, 2021, the applicable margins on our borrowings were 2.75% for alternate base rate borrowings and 3.75% for Eurodollar rate borrowings based on our leverage ratio.

•Term Loan: The interest rate on borrowings may be based on an alternate base rate or a Eurodollar rate, at our option. The alternate base rate and the Eurodollar rates for our Term Loan are calculated consistent with

our Revolving Loan discussed above, and the applicable margin is fixed at 3.75% on Eurodollar borrowings and 2.75% on alternate base rate borrowings for the Term Loan.

•Letter of credit fee rates range from 2.25% to 3.75% based on our leverage ratio as computed under the credit facility and can fluctuate quarterly. At June 30, 2021, our letter of credit rate was 3.75%.

•We pay a commitment fee on the unused portion of the Revolving Loan. The commitment fee rates on the unused committed amount will range from 0.30% to 0.50% per annum depending on our leverage ratio. At June 30, 2021, our commitment fee rate on the unused committed amount was 0.50%.

•We have the ability to increase the aggregate size of the Revolving Loan by an additional $200 million, subject to lender consent and certain other customary conditions.

At June 30, 2021, we had $118.2 million outstanding under our Revolving Loan, with $19.6 million of the borrowed amount designated as a loan under the inventory sublimit. Our new credit agreement allows up to $100.0 million of the capacity to be used for letters of credit, of which $1.3 million was outstanding at June 30, 2021. Due to the revolving nature of loans under our Revolving Loan, additional borrowings, periodic repayments and re-borrowings may be made until the maturity date. The total amount available for borrowings under our Revolving Loan at June 30, 2021 was $530.5 million, subject to compliance with covenants.

At June 30, 2021, we had $300 million borrowed under our Term Loan. Principal repayments on the Term Loan under our new credit agreement are as follows:

Year	Principal Due (1)
2021	$	15,000
2022	60,000
2023	100,000
2024	125,000

(1)    Principal repayments of $15 million are due at the end of each calendar quarter starting December 31, 2021 until December 31, 2022. Principal repayments of $25 million are due at the end of each calendar quarter during 2023, with the remaining balance due at the maturity date of March 15, 2024. We intend to make the scheduled repayments on our Term Loan with the available borrowing capacity under our Revolving Loan.

Under our new credit agreement, the permitted maximum consolidated leverage ratio is 5.85x through June 30, 2021, 5.75x through March 31, 2022, and then 5.50x thereafter. The permitted maximum consolidated senior secured leverage ratio is 2.50x, and the minimum interest coverage ratio is 2.50x for the full term of the agreement. As of June 30, 2021, we were in compliance with the financial covenants contained in our new credit agreement and indentures for our senior unsecured notes indentures as described below.

Senior Unsecured Note Transactions

On January 16, 2020, we issued $750 million in aggregate principal amount of our 7.75% senior unsecured notes due February 1, 2028 (the “2028 Notes”). Interest payments are due February 1 and August 1 of each year. That issuance generated net proceeds of $736.7 million, net of issuance costs incurred. We used $554.8 million of the net proceeds to redeem the portion of the 6.75% senior unsecured notes due August 1, 2022 (the "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 January 17, 2020 we called for redemption the remaining $222.1 million of our 2022 Notes, and they were redeemed on February 16, 2020. We incurred a total loss of approximately $23.5 million relating to the extinguishment of our 2022 Notes, inclusive of our transactions costs and the write-off of the related unamortized debt issuance costs and discount, which is recorded in "Other income (expense)" in our Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2020.

On December 17, 2020, we issued $750 million in aggregate principal amount of our 8.00% senior unsecured notes due January 15, 2027 (the "2027 Notes"). Interest payments are due on January 15 and July 15 of each year with the initial interest payment due on July 15, 2021. The 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% senior unsecured notes due May 15, 2023 (the "2023 Notes") (including principal, accrued interest and tender premium) that were validly tendered, and the remaining proceeds were used to repay a portion of the borrowings outstanding under our revolving credit facility. On January 19, 2021, we redeemed the remaining principal balance outstanding on our 2023 Notes of $80.9 million in accordance with the terms and conditions of the indenture governing the 2023 Notes. We incurred a total loss of approximately $1.6 million relating to the extinguishment of our remaining 2023 Notes, inclusive of the redemption fee and the write-off of the related unamortized

debt issuance costs, which is recorded in "Other income (expense)" in our Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2021.

On April 22, 2021, we completed our offering of an additional $250 million in aggregate principal amount of our 2027 Notes. The notes constitute an additional issuance of our existing 2027 Notes that we issued on December 17, 2020 in an aggregate principal amount of $750 million. The additional $250 million of notes have identical terms as (other than with respect to the issue price) and constitute part of the same series of the 2027 Notes. The $250 million of the 2027 Notes were issued at a premium of 103.75% plus accrued interest from December 17, 2020. We used the net proceeds from the offering for general partnership purposes, including repaying a portion of the revolving borrowings outstanding under our new credit agreement.

During 2020, we repurchased certain of our senior unsecured notes on the open market and recorded cancellation of

debt income of $18.5 million and $19.7 million for the three and six months ended June 30, 2020, respectively. These are

recorded within "Other income (expense)" in our Unaudited Consolidated Statements of Operations.

Our $2.9 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by all of Genesis Energy, L.P.'s current and future 100% owned domestic subsidiaries (the "Guarantor Subsidiaries"), except the subsidiaries that hold our Alkali Business, Genesis Free State Pipeline, LLC, Genesis NEJD Pipeline, LLC, and certain other subsidiaries. The assets owned by Genesis Free State Pipeline, LLC were sold on October 30, 2020 and the ownership of Genesis NEJD Pipeline LLC's pipeline was transferred in October 2020. Genesis NEJD Pipeline LLC is 100% owned by Genesis Energy, L.P., the parent company. The remaining non-guarantor subsidiaries are owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets that we use to operate our business other than our Alkali Business. 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 Genesis Alkali Holdings Company, LLC ("Alkali Holdings") and Genesis Energy, L.P., to the extent agreed to in the services agreement between Genesis Energy, L.P. and Alkali Holdings dated as of September 23, 2019 (the "Services Agreement").