As filed with the Securities and Exchange Commission on December 19, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Genesis Energy, L.P.
(Exact name of registrant as specified in its charter)
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Delaware | | 76-0513049 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification Number) |
919 Milam, Suite 2100
Houston, Texas 77002
(713)860-2500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Kristen O. Jesulaitis
919 Milam, Suite 2100
Houston, Texas 77002
Telephone:(713) 860-2500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Christopher Centrich
Patrick Hurley
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002
Telephone:(713) 250-2100
Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the registration statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
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Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | | Amount to be Registered | | Proposed Maximum Offering Price per Unit | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee |
Class A Convertible Preferred Units | | 25,336,778 (1)(2) | | $33.71 (3) | | $854,102,787 (3) | | $110,863 |
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(1) | Pursuant to Rule 416(a) under the Securities Act, as amended (the “Securities Act”), the number of Class A Convertible Preferred Units being registered on behalf of the selling unitholders shall be adjusted to include any additional Class A Convertible Preferred Units that may become issuable as a result of any unit distribution, split, combination or similar transactions. |
(2) | Represents 25,336,778 Class A Convertible Preferred Units that Genesis Energy, L.P. issued to the selling unitholders named in the prospectus included as part of this registration statement. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act on the basis of the price of the Class A Convertible Preferred Units at the time of original issuance. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.