Genesis Energy L.P. – Tender Offer - Launch

Genesis Energy, L.P. Announces Tender Offer for Any and All of Aggregate Principal Amount of Its 6.500% Senior Notes Due 2025 - US37185LAJ17

30 NOVEMBER 2023

Full announcement, including disclaimers and offer/distribution restrictions, available via Businesswire

"HOUSTON--(BUSINESS WIRE)--Genesis Energy, L.P. (NYSE: GEL) today announced the commencement of a cash tender offer to purchase any and all of the outstanding aggregate principal amount of the 6.500% senior unsecured notes due 2025 that we co-issued with our subsidiary, Genesis Energy Finance Corporation. As of November 30, 2023, $534,834,000 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 November 30, 2023, and notice of guaranteed delivery. The tender offer will expire at 5:00 p.m., New York City time, on December 6, 2023, unless extended (the “Expiration Time”). Settlement is expected to occur on December 7, 2023.

Holders of notes that are validly tendered and accepted at or prior to the Expiration Time will receive in cash the total consideration of $1,001.25 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."

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(from OTP)

"PURPOSE OF THE OFFER

The purpose of the Offer is to refinance the Notes with the net proceeds from one or more debt financing transactions, including potential debt securities offerings.

SOURCE OF FUNDS

The Offerors expect to use the net cash proceeds from one or more debt financing transactions, including potential debt securities offerings, to provide the total amount of funds required to purchase the Notes sought pursuant to the Offer and to pay all related fees and expenses in connection with the Offer. If the Offer is fully subscribed and Holders of any and all of the outstanding Notes tendered at or prior to the Expiration Time, the Offerors will require net proceeds of approximately $536.2 million to consummate the Offer."

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Genesis Energy, L.P. Announces Tender Offer for Any and All of Aggregate Principal Amount of Its 5.625% Senior Notes Due 2024

18 JANUARY 2023

Full announcement available via SEC.

"HOUSTON — (BUSINESS WIRE) — Genesis Energy, L.P. (NYSE: GEL) today announced the commencement of a cash tender offer to purchase any and all of the outstanding aggregate principal amount of the 5.625% senior unsecured notes due 2024 that we co-issued with our subsidiary, Genesis Energy Finance Corporation. As of January 18, 2023, $341,135,000 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 January 18, 2023, and notice of guaranteed delivery. The tender offer will expire at 5:00 p.m., New York City time, on January 24, 2023, unless extended (the “Expiration Time”). Settlement is expected to occur on January 25, 2023.

Holders of notes that are validly tendered and accepted at or prior to the Expiration Time will receive in cash the total consideration of $1,001.70 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 press 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, the related letter of transmittal and the 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 (800) 578-5378 (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: Michael Horthman, or by email at genesis@dfking.com. Persons with questions regarding the tender offer should contact the dealer manager, Wells Fargo Securities, LLC by telephone at (866) 309-6316 (toll-free) or (704) 410-4756.

Copies of the offer to purchase, the related letter of transmittal and the notice of guaranteed delivery are also available at the following web address: www.dfking.com/genesis."

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"PURPOSE OF THE OFFER

The purpose of the Offer is to refinance the Notes with the net proceeds from one or more debt financing transactions, including potential debt securities offerings.

SOURCE OF FUNDS

The Offerors expect to use the net cash proceeds from one or more debt financing transactions, including potential debt securities offerings, to provide the total amount of funds required to purchase the Notes sought pursuant to the Offer and to pay all related fees and expenses in connection with the Offer. If the Offer is fully subscribed and Holders of any and all of the outstanding Notes tendered at or prior to the Expiration Time, the Offerors will require net proceeds of approximately $341.7 million to consummate the Offer. "

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"The Information Agent for the Offer is: D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 Attention: Michael Horthman or Call Toll-Free (800) 578-5378 Banks and Brokers Only: (212) 269-5550 Email: genesis@dfking.com"