Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Debt

Debt

At December 31, 2022 and 2021, our obligations under debt arrangements consisted of the following:

	December 31, 2022						December 31, 2021
	Principal		Unamortized Premium, Discount and Debt Issuance Costs		Net Value		Principal		Unamortized Premium and Debt Issuance Costs		Net Value
Senior secured credit facility-Revolving Loan(1)	$	205,400	$	—	$	205,400	$	49,000	$	—	$	49,000
5.625% senior unsecured notes due 2024	341,135		1,249		339,886		341,135		2,106		339,029
6.500% senior unsecured notes due 2025	534,834		3,265		531,569		534,834		4,452		530,382
6.250% senior unsecured notes due 2026	339,310		2,481		336,829		359,799		3,410		356,389
8.000% senior unsecured notes due 2027	981,245		4,956		976,289		1,000,000		6,592		993,408
7.750% senior unsecured notes due 2028	679,360		7,621		671,739		720,975		9,678		711,297
5.875% Alkali senior secured notes due 2042	425,000		22,558		402,442		—		—		—
Total long-term debt	$	3,506,284	$	42,130	$	3,464,154	$	3,005,743	$	26,238	$	2,979,505

(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 $2.6 million and $4.7 million as of December 31, 2022 and December 31, 2021, respectively.

Senior Secured Credit Facility

On April 8, 2021, we entered into the Fifth Amended and Restated Credit Agreement (the “credit agreement”) to replace our Fourth Amended and Restated Credit Agreement, which 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.

On November 17, 2021, we closed on the sale of a 36% minority equity interest in CHOPS for gross proceeds of approximately $418 million. A portion of the proceeds from the sale 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.

On May 17, 2022, we entered into our Second Amendment and Consent to the credit agreement (the “credit agreement amendment”). This credit agreement amendment, among other things, permitted the entry into and performance of the transactions and agreements secured by the ORRI Interests (as defined below) and replaced our existing LIBOR rate based borrowings with Term SOFR rate, which is a forward looking term rate based on SOFR, discussed in further detail below.

As of December 31, 2022, 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 Term SOFR, at our option. Interest on alternate base rate loans is equal to the sum of (a) the highest 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 Adjusted Term SOFR (as defined in our credit agreement amendment) for a one-month tenor in effect on such day plus 1% and (b) the applicable margin. The Adjusted Term SOFR is equal to the sum of (a) the Term SOFR rate (as defined in our credit agreement amendment) for such period plus (b) the Term SOFR Adjustment of 0.1% plus (c) the applicable margin. The applicable margin varies from 2.25% to 3.75% on Term SOFR 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, 2022, the applicable margins on our borrowings were 2.00% for alternate base rate borrowings and 3.00% for Term SOFR borrowings based on our leverage ratio.

•Letter of credit fees range from 2.25% to 3.75% based on our leverage ratio as computed under the credit agreement amendment. The rate can fluctuate quarterly. At December 31, 2022, our letter of credit rate was 3.00%.

•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, 2022, 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, 2022, we had $205.4 million borrowed under our Revolving Loan, with $4.7 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 $8.5 million was outstanding at December 31, 2022. 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 our credit agreement. The total amount available for borrowings under our senior secured credit facility at December 31, 2022 was $436.1 million, subject to compliance with our covenants. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.

Alkali Senior Secured Notes Issuance and Related Transactions

On May 17, 2022, Genesis Energy, L.P., through its newly created wholly-owned unrestricted subsidiary, GA ORRI, LLC (“GA ORRI”), issued $425 million principal amount of our 5.875% senior secured notes due 2042 (the “Alkali senior secured notes”) to certain institutional investors (the “Notes Offering”), secured by GA ORRI’s fifty-year 10% limited term overriding royalty interest in substantially all of the Alkali Business’ trona mineral leases (the “ORRI Interests”). Interest payments are due on the last day of each quarter with the initial interest payment made on June 30, 2022. The agreement governing the Alkali senior secured notes also requires principal repayments on the last day of each quarter commencing with the first quarter of 2024. Principal repayments totaling $11.6 million, $13.1 million, $14.2 million, and $14.6 million are due in 2024, 2025, 2026 and 2027, respectively, with the remaining quarterly principal repayments due thereafter through March 31, 2042. We are required to maintain a certain level of cash in a liquidity reserve account (owned by GA ORRI) to be held as collateral for future interest and principal payments as calculated and described in the agreement governing the Alkali senior secured notes. As of December 31, 2022 our liquidity reserve account had a balance of $18.6 million, which is classified as “Restricted cash” on the Consolidated Balance Sheet. The issuance generated net proceeds of $408 million, net of the issuance discount of $17 million. We used a portion of the net proceeds from the issuance to fully redeem the outstanding Alkali Holdings preferred units (as defined and further discussed in Note 11) and utilized the remainder to repay a portion of the outstanding borrowings under our Revolving Loan as well as fund our liquidity reserve account.

Additionally, on May 17, 2022, as noted above, we entered into our credit agreement amendment. This amendment also designated GA ORRI and its direct parent, GA ORRI Holdings, LLC (“GA ORRI Holdings”), as unrestricted subsidiaries under our credit agreement. We also designated GA ORRI and GA ORRI Holdings as unrestricted subsidiaries under the indentures governing our senior unsecured notes. On May 17, we also reclassified the subsidiaries originally held by our Alkali Business as restricted subsidiaries under our credit agreement and under the indentures governing our senior unsecured notes.

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 were due on May 15 and November 15 of each year. 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 further discussed and defined 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 were due on February 1 and August of each year. 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, 2022 and 2020, we repurchased $80.9 million and $153.6 million, respectively, of our senior unsecured notes on the open market and recorded cancellation of debt income of $8.6 million and $27.3 million, respectively. These are recorded within “Other expense, net” in our Consolidated Statements of Operations.

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 $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 GA ORRI and GA ORRI Holdings, and certain other subsidiaries. The non-guarantor subsidiaries are indirectly owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets, other than the ORRI Interests, that we use to operate our 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.

Covenants and Compliance

Our credit agreement contains customary covenants (affirmative, negative and financial) that could limit the manner in which we may conduct our business. As defined in our 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). As of December 31, 2022, under our credit agreement, the permitted maximum consolidated leverage ratio is 5.50x for the remainder of the term. The permitted maximum consolidated senior secured leverage ratio is 2.50x and the minimum consolidated interest coverage ratio is 2.50x for the remaining 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, 2022, we were in compliance with the financial covenants contained in our senior secured credit facility and indentures.