Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

Debt

At December 31, 2021 and 2020, our obligations under debt arrangements consisted of the following:

	December 31, 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)	$	49,000	$	—	$	49,000	$	643,700	$	—	$	643,700
6.000% senior unsecured notes due 2023	—		—		—		80,859		504		80,355
5.625% senior unsecured notes due 2024	341,135		2,106		339,029		341,135		2,963		338,172
6.500% senior unsecured notes due 2025	534,834		4,452		530,382		534,834		5,639		529,195
6.250% senior unsecured notes due 2026	359,799		3,410		356,389		359,799		4,189		355,610
8.000% senior unsecured notes due 2027	1,000,000		6,592		993,408		750,000		13,022		736,978
7.750% senior unsecured notes due 2028	720,975		9,678		711,297		720,975		11,269		709,706
Total long-term debt	$	3,005,743	$	26,238	$	2,979,505	$	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 Assets, net of amortization on the Consolidated Balance Sheets) were $4.7 million and $5.8 million as of December 31, 2021 and December 31, 2020, respectively.

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 senior secured credit facility 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.

The key terms for rates under our senior secured credit facility, which are dependent on our leverage ratio (as defined in the credit agreement), 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% and (iii) the LIBOR rate or 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 December 31, 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 fees range from 2.25% to 3.75% based on our leverage ratio as computed under the senior secured credit facility. The rate can fluctuate quarterly. At December 31, 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 on the unused committed amount will range from 0.30% to 0.50% per annum depending on our leverage ratio. At December 31, 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 December 31, 2021, we had $49.0 million borrowed under our Revolving Loan, with $9.7 million of the borrowed amount designated as a loan under the inventory sublimit. Our credit agreement allows up to $100 million of the capacity to be used for letters of credit, of which $1.3 million was outstanding at December 31, 2021. Due to the revolving nature of loans under our Revolving Loan, additional borrowings and periodic repayments and re-borrowings may be made until the maturity date of March 15, 2024. The total amount available for borrowings under our senior secured credit facility at December 31, 2021 was $599.7 million, subject to compliance with our covenants. Our senior secured credit facility does not include a “borrowing base” limitation except with respect to our inventory loans.

On November 17, 2021, we closed on the sale of a 36% minority equity interest in CHOPS for gross proceeds of approximately $418 million. Proceeds from the sale, net of fees and expenses, were used to repay the full $300 million outstanding under the Term Loan. We incurred a loss of approximately $2.3 million associated with the early extinguishment of the Term Loan relating to the write-off of the related unamortized debt issuance costs, which is recorded as “Other expense, net” in our Consolidated Statements of Operations for the year ended December 31, 2021.

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”). The 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. The 2024 Notes mature on June 15, 2024. The net proceeds were used to repay borrowings under our senior secured 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. The 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 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 expense, net” in our Consolidated Statement 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. We incurred a loss of approximately $1.6 million relating to the extinguishment of our remaining 2023 senior unsecured notes, inclusive of the redemption fee and the write-off of the related unamortized debt issuance costs, which is recorded in “Other expense, net” in our Consolidated Statement of Operations for the year ended December 31, 2021.

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. The 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 expense, net” 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. The 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 senior secured 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. The 2028 Notes mature on February 1, 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 senior secured 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 senior secured credit facility.

On April 22, 2021, we completed our offering of an additional $250 million in aggregate principal amount of the 2027 Notes. 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 senior secured credit facility.

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:    

	2024 Notes	2025 Notes	2026 Notes	2027 Notes	2028 Notes
Redemption right beginning on	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	June 15, 2019	October 1, 2020	February 15, 2021	January 15, 2024	February 1, 2023

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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 expense, net” in our Consolidated Statement of Operations for the year ended December 31, 2020.

Guarantees of our 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.

Our $3.0 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 and certain other subsidiaries. The 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”).

Covenants and Compliance

Our senior secured 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 new credit agreement, we are required to meet three

primary financial metrics—a maximum consolidated leverage ratio, a maximum consolidated senior secured leverage ratio and a minimum consolidated 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 transactions. In general, our consolidated 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 senior secured credit facility). Our consolidated senior secured leverage ratio calculation compares our consolidated senior secured funded debt (including outstanding borrowings on the senior secured credit facility) to our Adjusted Consolidated EBITDA (as defined and adjusted in accordance with the senior secured credit facility), and our minimum consolidated interest coverage ratio compares our Adjusted Consolidated EBITDA (as defined and adjusted in accordance with the senior secured credit facility) to our Consolidated interest expense (as defined and adjusted in accordance with the senior secured credit facility). Under our new credit agreement, the permitted maximum consolidated leverage ratio is 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 consolidated interest coverage ratio is 2.50x for the full term of the agreement.

In addition, 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 senior secured credit facility, our ability to make distributions of “available cash” is not restricted. As of December 31, 2021, we were in compliance with the financial covenants contained in our senior secured credit facility and indentures.