UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2015
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 1-12295 | 76-0513049 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 919 Milam, Suite 2100, Houston, Texas | 77002 | |
| (Address of principal executive offices) | (Zip Code) |
(713) 860-2500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On May 14, 2015, Genesis Energy, L.P. (the “Partnership”) issued a press release announcing the commencement of a cash tender offer for any and all of the $350,000,000 aggregate principal amount outstanding of the 7.875% senior notes due 2018 issued by the Partnership and Genesis Energy Finance Corporation, as co-issuer. The tender offer is subject to the terms and conditions set forth in the Offer to Purchase, dated May 14, 2015, and the related Letter of Transmittal and Notice of Guaranteed Delivery. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following materials are filed as exhibits to this Current Report on Form 8-K.
Exhibits.
| 99.1 | Press release of Genesis Energy, L.P. dated May 14, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENESIS ENERGY, L.P. | ||||||
| (a Delaware limited partnership) | ||||||
| By: | GENESIS ENERGY, LLC, as its sole general partner | |||||
| Date: May 14, 2015 | By: | /s/ ROBERT V. DEERE | ||||
| Robert V. Deere | ||||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
| 99.1 | Press release of Genesis Energy, L.P. dated May 14, 2015. |
Exhibit 99.1
Genesis Energy, L.P. Commences Tender Offer for Any and All of the
Aggregate Principal Amount of Its 7.875% Senior Notes Due 2018
HOUSTON — (BUSINESS WIRE) — Genesis Energy, L.P. (NYSE: GEL) announced the commencement of a cash tender offer to purchase any and all of the outstanding aggregate principal amount of the 7.875% senior notes due 2018 that we co-issued with our subsidiary, Genesis Energy Finance Corporation. As of May 14, 2015, $350,000,000 aggregate principal amount of the notes were outstanding. The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated as of May 14, 2015, and notice of guaranteed delivery. The tender offer will expire at 5:00 p.m., New York City time, on May 20, 2015, unless extended (the “Expiration Time”).
Holders of notes that are validly tendered and accepted at or prior to the Expiration Time will receive in cash the total consideration of $1,044 per $1,000 principal amount of notes, plus any accrued and unpaid interest up to, but not including, the settlement date.
The tender offer is contingent upon, among other things, our successful completion of one or more debt financing transactions, including potential debt securities offerings, in an amount sufficient to fund the purchase of validly tendered notes accepted for purchase in the tender offer and to pay all fees and expenses associated with such financing and the tender offer. The tender offer is not conditioned on any minimum amount of notes being tendered. We may amend, extend or terminate the tender offer, in our sole discretion.
Tendered notes may be withdrawn at any time prior to the Expiration Time. This news release is neither an offer to purchase nor a solicitation of an offer to sell any notes. The tender offer is being made pursuant to the terms and conditions contained in the offer to purchase, related letter of transmittal and notice of guaranteed delivery, copies of which may be obtained from D. F. King & Co., Inc., the information agent and tender agent for the tender offer, by telephone at (877) 864-5057 (toll-free) or for banks and brokers, at (212) 269-5550 (Banks and Brokers Only) or in writing at D. F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Attention: Corporate Actions. We may amend, extend or terminate the tender offer in our sole discretion. Persons with questions regarding the tender offer should contact the dealer manager, Deutsche Bank Securities Inc., by telephone at 855-287-1922 (U.S. toll free) or 212-250-7527 (call collect).
Copies of the offer to purchase, related letter of transmittal and the notice of guaranteed delivery are also available at the following web address: www.dfking.com/genesis.
Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include onshore and offshore pipeline transportation, refinery services, marine transportation and supply and logistics. Genesis’ operations are primarily located in Texas, Louisiana, Arkansas, Mississippi, Alabama, Florida, Wyoming and the Gulf of Mexico.
This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be
given that our goals will be achieved, including statements related to the tender offer. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward-looking statement.
Contact:
Genesis Energy, L.P.
Bob Deere, 713-860-2516
Chief Financial Officer