Genesis Energy LP 8-K, filed Nov 24, 2021
Genesis Energy LP (GEL)
About this 8-K
Genesis Energy LP filed this 8-K on November 24, 2021, reporting on events of November 17, 2021.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
November 17, 2021
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 17, 2021 (the “Effective Date”), Genesis Energy, L.P. (“Genesis”), through a subsidiary, sold 36% of the membership interests in Cameron Highway Oil Pipeline Company, LLC, a Delaware limited liability company (“CHOPS”), to an undisclosed financial party for gross proceeds of approximately $418 million. Genesis will retain 64% of the membership interests in CHOPS and will remain the operator of the CHOPS pipeline.
In connection with the sale of the membership interests in CHOPS, on the Effective Date, Genesis entered into the First Amendment and Consent (the “Credit Agreement Amendment”) to Fifth Amended and Restated Credit Agreement (as so amended, the “Credit Agreement”), among Genesis, as the borrower, Wells Fargo Bank, National Association, as administrative agent and issuing bank, Bank of America, N.A., as syndication agent, and the lenders and other parties party thereto, which, among other things, permitted the entry into and performance of the transaction agreements relating to the sale of membership interests in CHOPS by Genesis and its subsidiaries and to designate CHOPS as a restricted joint venture under the Credit Agreement.
The foregoing summary is qualified in its entirety by reference to the Credit Agreement Amendment. The representations and warranties of Genesis in the Credit Agreement and the Credit Agreement Amendment were made only for purposes of such agreements and as of specific dates and were solely for the benefit of the lenders party thereto. Each of the Credit Agreement and the Credit Agreement Amendment is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business, or operational information about Genesis and its subsidiaries. The representations and warranties made by Genesis in the Credit Agreement and the Credit Agreement Amendment may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
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: November 24, 2021 | By: | /s/ Robert V. Deere | ||||
| Robert V. Deere Chief Financial Officer | ||||||