Partners' Capital, Mezzanine Capital and Distributions | Partners’ Capital, Mezzanine Capital and Distributions At September 30, 2023, our outstanding common units consisted of 122,424,321 Class A Common Units and 39,997 Class B Common Units. The Class A Common Units are traditional common units in us. The Class B Common Units are identical to the Class A Common Units and, accordingly, have voting and distribution rights equivalent to those of the Class A Common Units, and, in addition, the Class B Common Units have the right to elect all of our board of directors and are convertible into Class A Common Units under certain circumstances, subject to certain exceptions. At September 30, 2023, we had 23,853,538 Class A Convertible Preferred Units outstanding, which are discussed below in further detail. In an effort to return capital to our investors, we announced a common equity repurchase program (the “Repurchase Program”) on August 8, 2023. The Repurchase Program authorizes the repurchase from time to time of up to 10% of our then outstanding Class A Common Units, or 12,253,922 units, via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements. These repurchases may be made pursuant to a repurchase plan or plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The Repurchase Program will be reviewed no later than December 31, 2024 and may be suspended or discontinued at any time prior thereto. The Repurchase Program does not create an obligation for us to acquire a particular number of Class A Common Units and any Class A Common Units repurchased will be canceled. During the three months ended September 30, 2023, we repurchased and cancelled a total of 114,900 Class A Common Units at an average price of approximately $9.09 per unit for a total purchase price of $1.0 million, including commissions, which is reflected as a reduction to the carrying value of our “Partners’ Capital - Common unitholders” on our Unaudited Condensed Consolidated Balance Sheet. Distributions We paid or will pay the following cash distributions to our common unitholders in 2022 and 2023: Distribution For Date Paid Per Unit Total 2022 1 st Quarter May 13, 2022 $ 0.15 $ 18,387 2 nd Quarter August 12, 2022 $ 0.15 $ 18,387 3 rd Quarter November 14, 2022 $ 0.15 $ 18,387 4 th Quarter February 14, 2023 $ 0.15 $ 18,387 2023 1 st Quarter May 15, 2023 $ 0.15 $ 18,387 2 nd Quarter August 14, 2023 $ 0.15 $ 18,387 3 rd Quarter (1) November 14, 2023 $ 0.15 $ 18,370 (1) This distribution was declared in October 2023 and will be paid to unitholders of record as of October 31, 2023. Class A Convertible Preferred Units Our Class A Convertible Preferred Units rank senior to all of our currently outstanding classes or series of limited partner interests with respect to distribution and/or liquidation rights. Holders of our Class A Convertible Preferred Units vote on an as-converted basis with holders of our common units and have certain class voting rights, including with respect to any amendment to the partnership agreement that would adversely affect the rights, preferences or privileges, or otherwise modify the terms, of those Class A Convertible Preferred Units. Accounting for the Class A Convertible Preferred Units Our Class A Convertible Preferred Units are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event that is outside of our control. Therefore, we present them as temporary equity in the mezzanine section of the Unaudited Condensed Consolidated Balance Sheets. We initially recognized our Class A Convertible Preferred Units at their issuance date fair value, net of issuance costs, as they were not redeemable and we did not have plans or expect any events that constitute a change of control in our partnership agreement. Additionally, our Class A Convertible Preferred Units contained a distribution Rate Reset Election (as defined in Note 16 ), which was elected by the holders of the Class A Convertible Preferred Units on September 29, 2022 (the “Election Date”). From the date of issuance through the Election Date, this distribution rate reset feature was bifurcated and accounted for separately as an embedded derivative and recorded at fair value at each reporting period. As of the Election Date, the feature within the Class A Convertible Preferred Units that required bifurcation no longer existed and we adjusted the carrying value of the Class A Convertible Preferred Units to include the fair value of the previously bifurcated embedded derivative at the Election Date. Refer to Note 16 for additional discussion. On April 3, 2023 and July 3, 2023, we entered into purchase agreements with the Class A Convertible Preferred unitholders whereby we redeemed a total of 1,483,240 Class A Convertible Preferred Units (the “Redeemed Units”) at an average purchase price of $33.71 per unit. The Redeemed Units had a carrying value of $35.20 per unit resulting in returns attributable to the Class A Convertible Preferred Units. Net Income Attributable to Genesis Energy, L.P. is adjusted for distributions and returns attributable to the Class A Convertible Preferred Units that accumulate in the period. Net Income Attributable to Genesis Energy, L.P. was reduced by $23.3 million and $71.3 million for the three and nine months ending September 30, 2023, respectively, and $18.7 million and $56.1 million, for the three and nine months ending September 30, 2022, respectively, due to Class A Convertible Preferred Unit distributions paid in the period (Class A Convertible Preferred Unit distributions are summarized in the table below). For the three and nine months ended September 30, 2023, Net Income Attributable to Genesis Energy L.P. was increased by $1.0 million and $2.1 million, respectively, due to returns attributable to the Class A Convertible Preferred Units accumulated in the period. As of September 30, 2023, we will not be required to further adjust the carrying amount of our Class A Convertible Preferred Units until it becomes probable that they would become redeemable. Once redemption becomes probable, we would adjust the carrying amount of our Class A Convertible Preferred Units to the redemption value over a period of time comprising the date redemption first becomes probable and the date the units can first be redeemed. We paid, or will pay, by the dates noted below, the following cash distributions to our Class A Convertible Preferred unitholders in 2022 and 2023: Distribution For Date Paid Per Unit Total 2022 1 st Quarter May 13, 2022 $ 0.7374 $ 18,684 2 nd Quarter August 12, 2022 $ 0.7374 $ 18,684 3 rd Quarter November 14, 2022 $ 0.7374 $ 18,684 4 th Quarter February 14, 2023 $ 0.9473 $ 24,002 2023 1 st Quarter May 15, 2023 $ 0.9473 $ 24,002 2 nd Quarter (1) August 14, 2023 $ 0.9473 $ 23,314 3 rd Quarter (2) November 14, 2023 $ 0.9473 $ 22,612 (1) Approximately $0.7 million of this distribution was associated with the Redeemed Units and paid on July 3, 2023. (2) This distribution was declared in October 2023 and will be paid to unitholders of record as of October 31, 2023 As a result of the one-time Rate Reset Election made by the holders of the Class A Convertible Preferred Units on the Election Date, the annual distribution rate for the Class A Convertible Preferred Units increased from 8.75% to 11.24%, applicable for future quarterly distributions declared and payable, beginning with the quarter ended December 31, 2022. Redeemable Noncontrolling Interests On September 23, 2019, we, through a subsidiary, Alkali Holdings, entered into an amended and restated Limited Liability Company Agreement of Alkali Holdings (the “LLC Agreement”) and a Securities Purchase Agreement (the “Securities Purchase Agreement”) whereby certain investment fund entities affiliated with Blackstone Alternative Credit Advisors LP, formerly known as “GSO Capital Partners LP” (collectively “BXC”) purchased $55.0 million (or 55,000 Alkali Holdings preferred units) and committed to purchase up to $350.0 million of Alkali Holdings preferred units, the entity that holds our trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business, including its Granger facility near Green River, Wyoming. Alkali Holdings utilized the net proceeds received from the issuance of the preferred units to fund a portion of the anticipated cost of expansion of the Granger facility (the “Granger Optimization Project” or “GOP”). On April 14, 2020, we entered into an amendment to our agreements with BXC to, among other things, extend the construction timeline of the GOP by one year, which we currently anticipate completing in the fourth quarter of 2023. In consideration of the amendment, we issued 1,750 Alkali Holdings preferred units to BXC, which was accounted for as issuance costs. As part of the amendment, the commitment period was increased to four years, and the total commitment of BXC was increased to, subject to compliance with the covenants contained in the agreements with BXC, up to $351.8 million preferred units (or 351,750 preferred units) in Alkali Holdings. From time to time after we had drawn at least $251.8 million, we had the option to redeem the outstanding preferred units in whole for cash at a price equal to the initial $1,000 per preferred unit purchase price, plus no less than the greater of a predetermined fixed internal rate of return amount (“IRR”) or a multiple of invested capital metric (“MOIC”), net of cash distributions paid to date (“Base Preferred Return Amount”). Additionally, if all outstanding preferred units were redeemed, we had not drawn at least $251.8 million, and BXC was not a “defaulting member” under the LLC Agreement, BXC had the right to a make-whole amount on the number of undrawn preferred units. On May 17, 2022 (the “Redemption Date”), we fully redeemed the 251,750 outstanding Alkali Holdings preferred units at a Base Preferred Return Amount of $288.6 million utilizing a portion of the proceeds we received from the issuance of our Alkali senior secured notes. As of September 30, 2023, there were no Alkali Holdings preferred units outstanding. Accounting for Redeemable Noncontrolling Interests Classification Prior to the Redemption Date, the Alkali Holdings preferred units issued and outstanding were accounted for as a redeemable noncontrolling interest in the mezzanine section on our Unaudited Condensed Consolidated Balance Sheets due to the redemption features for a change of control. Initial and Subsequent Measurement We recorded the Alkali Holdings preferred units at their issuance date fair value, net of issuance costs. The fair value of the Alkali Holdings preferred units was approximately $270.1 million as of May 16, 2022, which represented the carrying amount based on the issued and outstanding Alkali Holdings preferred units most probable redemption event on the six and a half year anniversary of the closing, which was the IRR measure accreted using the effective interest method to the redemption value as of each reporting date. On May 16, 2022, certain events occurred that made it probable that an early redemption event on the Alkali Holdings preferred units would occur and the outstanding preferred units would be redeemed at the MOIC, as it was greater than the IRR at the time of the redemption. This required the Company to revalue the Alkali Holdings preferred units to the redemption amount of $288.6 million, which represents the MOIC, net of cash distributions (including tax distributions) paid to date. Net Income Attributable to Genesis Energy, L.P. for the nine months ended September 30, 2022 includes $30.4 million of adjustments, of which $10.0 million was allocated to the paid-in-kind (“PIK”) distributions, $1.9 million was attributable to redemption accretion value adjustments, and $18.5 million was attributable to a change in the Base Preferred Return Amount of the Alkali Holdings preferred units. Noncontrolling Interests We own a 64% membership interests in Cameron Highway Oil Pipeline Co. (“CHOPS”) and are the operator of its pipeline and associated assets (the “CHOPS pipeline”). We also own an 80% membership interest in Independence Hub, LLC. For financial reporting purposes, the assets and liabilities of these entities are consolidated with those of our own, with any third party or affiliate interest in our Unaudited Condensed Consolidated Balance Sheets amounts shown as noncontrolling interests in equity. |