form8k.htm
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): July 22, 2008 (July 18,
2008)
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.)
|
|
500
Dallas, Suite 2500, 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
1.01. Entry into a Material Definitive Agreement
In
connection with the completion of the previously-announced acquisition by
Genesis Energy, L.P. (“Genesis”), Genesis Marine Investments, LLC, a subsidiary
of Genesis (“Genesis Marine”), and TD Marine, LLC (“TD Marine”) of
the inland marine transportation business of Grifco Transportation,
Ltd. (“Grifco”), Genesis Energy, L.P. entered into the First Amendment to the
First Amended and Restated Credit Agreement, dated July 18, 2008 (the “Credit
Agreement Amendment”), by and among Genesis, Genesis Crude Oil, L.P., and a
syndicate of lenders.
The
Credit Agreement Amendment was amended to, among other things, permit the Grifco
acquisition through an investment in a joint venture, DG Marine Transportation
(“DG Marine”), and permit the repurchase of common units from the Davison family
(as more fully described in Item 3.02 below).
Item
2.01. Completion of Acquisition or Disposition of Assets
On July
18, 2008, Genesis, together with Genesis Marine and TD Marine completed the
acquisition of the inland marine transportation business of Grifco and two of
Grifco’s affiliates. Genesis Marine and TD Marine will own the business through
a joint venture, DG Marine. TD Marine will own (indirectly) an effective 51%
economic interest in (and control) DG Marine Transportation and Genesis Marine
will own (directly and indirectly) an effective 49% economic
interest.
Grifco
received initial purchase consideration of approximately $80 million, comprised
of $63.3 million in cash and $16.7 million in Genesis common units. A
portion of the units are subject to certain lock-up restrictions. DG Marine
acquired substantially all of Grifco’s assets, including twelve barges, seven
push boats, certain commercial agreements, and office
space. Additionally, DG Marine and/or its subsidiaries
acquired the rights and assumed the obligations to take delivery of four new
barges in late third quarter of 2008 and four additional new barges early in
first quarter of 2009 (at a total price of approximately $27 million). Upon
delivery of the eight new barges, the acquisition of three additional push boats
(at an estimated cost of approximately $6 million), and after placing the barges
and push boats into commercial operations, DG Marine will be obligated to pay
Grifco an additional $12 million in cash as additional purchase consideration,
bringing the total value of the joint investment to approximately $125
million.
DG Marine
will serve refineries and storage terminals along the Gulf Coast, Intracoastal
Canal and western river systems of the United States, including the Red,
Ouachita and Mississippi Rivers, where Genesis has significant existing
terminals. On an annualized basis, and after the additional eight
barges and three push boats described above are acquired and put into service,
Genesis expects DG Marine to generate EBITDA of approximately $16 to $17
million, which is a 7.5x transaction multiple on DG Marine’s
investment.
The
acquisition and related closing costs were funded with $50 million of aggregate
equity contributions from Genesis Marine and TD Marine, in proportion to their
ownership percentages, and with borrowings of $32.9 million under a $75 million
revolving credit facility, arranged jointly by SunTrust Robinson Humphrey and
BMO Capital Markets. DG Marine is the borrower under the facility,
which is non-recourse to Genesis Marine and TD Marine (other than with respect
to their initial investment). Although DG Marine’s debt is
non-recourse to Genesis Marine, Genesis Marine’s ownership interest in DG Marine
is pledged to secure such indebtedness.
A copy of
the press release issued to announce the completion of this transaction is
included as Exhibit 99.1 to this Form 8-K.
Item
3.02. Unregistered Sales of Equity Securities
On July
18, 2008, we issued 837,690 of our common units to Grifco. The
units were issued at a value of $19.896 per unit, for a total value of $16.7
million as a portion of the consideration for the acquisition of the inland
marine transportation business of Grifco. See description in Item
2.01 above. This issuance of common units by us was completed
on July 18, 2008 and was exempt from registration under the Securities Act of
1933 by reason of Section 4(2) thereof and Rule 506 of Regulation D promulgated
thereunder.
Additionally,
on July 18, 2008, we redeemed 837,690 of our common units owned by members of
the Davison family. These units had been issued as a portion of the
consideration for the acquisition of the energy-related business of the Davison
family in July 2007. The redemption was at a value of $19.896 per
unit, for a total value of $16.7 million. After giving effect to the
issuance and redemption described above, Genesis did not experience a change in
the number of common units it has outstanding.
Item
9.01. Financial Statements and Exhibits
|
|
(a)
|
Financial
statements of businesses acquired.
|
Not
applicable
|
|
(b)
|
Pro
forma financial information.
|
Not
applicable.
The
following materials are filed as exhibits to this Current Report on Form
8-K.
|
Exhibits.
|
|
|
|
|
|
|
|
|
|
Contribution
and Sale Agreement by and Among Grifco Transportation, Ltd., Grifco
Transportation Two, Ltd., and Shore Thing, Ltd. and Genesis Marine
Investments, LLC and Genesis Energy, L.P. and TD Marine,
LLC.
|
|
|
|
Omnibus
Agreement dated as of June 11, 2008 by and among TD Marine, LLC, James E.
Davison, Steven K. Davison, Todd A Davison and Genesis Energy,
L.P.
|
|
|
|
First
Amendment to First Amended and Restated Credit Agreement, dated as of July
18, 2008, among Genesis Crude Oil, L.P., Genesis Energy, L.P., the lenders
party thereto, Fortis Capital Corp. and Deutsche Bank Securities
Inc.
|
|
|
|
Genesis
Energy, L.P. press release, dated July 22,
2008.
|
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 thereunto
duly authorized.
|
|
|
GENESIS
ENERGY, L.P.
|
|
|
|
(A
Delaware Limited Partnership)
|
|
|
By:
|
GENESIS
ENERGY, INC.,
|
|
|
|
as
General Partner
|
| |
|
|
| |
|
|
|
Date: July
24, 2008
|
By:
|
/s/ Ross
A. Benavides
|
|
|
|
Ross
A. Benavides
|
|
|
|
Chief
Financial Officer
|