Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On
The Underwriting Agreement provides for, among other things, the issuance and
sale by the Issuers of
The Issuers expect to receive net proceeds from the Offering, after deducting
underwriting discounts, commissions, and estimated expenses, of approximately
The Underwriting Agreement provides that the obligations of the underwriters to purchase the Notes are subject to receipt of legal opinions by counsel and to other customary conditions. The Issuers have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (as amended, the "Securities Act"), or to contribute to payments the underwriters may be required to make because of any of those liabilities.
The Securities have been registered under the Securities Act, pursuant to the
Registration Statement on Form S-3 (Registration No. 333-255327), as
supplemented by the Prospectus Supplement dated
The Underwriting Agreement contains representations, warranties and other provisions that were made only for purposes of the Underwriting Agreement and as of specific dates and were solely for the benefit of the parties thereto. Accordingly, investors and securityholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
This summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Affiliates of certain of the underwriters are lenders under our credit facility, and as such may be entitled to be repaid with the net proceeds of the Offering that are used to repay a portion of the revolving borrowings outstanding under our credit facility and may receive their pro rata portion of such repayment.
Item 7.01 Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 and the press releases are deemed to be "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and the Exhibits be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 8.01. Other Events.
Genesis is filing exhibits 4.1, 4.2, 5.1, 5.2, 5.3, 23.1, 23.2 and 23.3 in Item 9.01 of this Current Report on Form 8-K in connection with the offering of the Securities. The Securities have been registered under the Securities Act
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pursuant to Genesis' effective Registration Statement on Form S-3 (Registration
No. 333-255327), as supplemented by the Prospectus Supplement dated
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following materials are filed as exhibits to this Current Report on Form 8-K. Exhibit Number Description 1.1 Underwriting Agreement datedApril 19, 2021 amongGenesis Energy, L.P. ,Genesis Energy Finance Corporation , the subsidiary guarantors named therein, andBofA Securities, Inc. , as representative of the several underwriters named therein. 4.1 Indenture, dated as ofMay 21, 2015 , amongGenesis Energy, L.P. ,Genesis Energy Finance Corporation , the subsidiary guarantors named therein and the Trustee (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K filed onMay 21, 2015 , File No. 001-12295). 4.2 Fifteenth Supplemental Indenture, dated as ofDecember 17, 2020 , amongGenesis Energy, L.P. ,Genesis Energy Finance Corporation , the subsidiary guarantors named therein and the Trustee (incorporated by reference from Exhibit 4.2 to the Current Report on Form 8-K filed onDecember 17, 2020 , File No. 001-12295). 5.1 Opinion ofAkin Gump Strauss Hauer & Feld LLP regarding the legality of the specified Securities. 5.2 Opinion ofLiskow & Lewis, A Professional Law Corporation , concerning certain matters ofLouisiana law. 5.3 Opinion ofLaw Office of John Foster Tyra , PC, concerning certain matters ofAlabama law. 23.1 Consent ofAkin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1). 23.2 Consent ofLiskow & Lewis, A Professional Law Corporation (included in Exhibit 5.2). 23.3 Consent ofLaw Office of John Foster Tyra , PC (included in Exhibit 5.3). 99.1 Press release ofGenesis Energy, L.P. datedApril 19, 2021 . 99.2 Press release ofGenesis Energy, L.P. datedApril 20, 2021 . 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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