| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 17, 2022 (the “Effective Date”), Genesis Energy, L.P. (“Genesis”), through its indirect unrestricted subsidiary, GA ORRI, LLC (“Issuer”), issued $425 million principal amount of senior secured notes due 2042 to certain institutional investors (the “Notes Offering”), secured by the Issuer’s fifty-year limited term overriding royalty interest in substantially all of Genesis’ trona mineral leases (the “ORRI”). In connection with the Notes Offering, all of the outstanding preferred units of Genesis Alkali Holdings Company, LLC were redeemed and outstanding balances under our Credit Agreement (as defined below) were partially paid down.
On the Effective Date, Genesis entered into the Second Amendment and Consent (the “Credit Agreement Amendment”) to the Fifth Amended and Restated Credit Agreement (as so amended, the “Credit Agreement”), among Genesis, as the borrower, Wells Fargo Bank, National Association, as administrative agent and issuing bank, Bank of America, N.A., as syndication agent, and the lenders and other parties party thereto, which, among other things, permitted the entry into and performance of the transactions and agreements relating to the acquisition of the ORRI by the Issuer and to designate Issuer and its direct parent, GA ORRI Holdings, LLC (“Holdings”), as unrestricted subsidiaries under the Credit Agreement. On the Effective Date, Genesis also designated the Issuer and Holdings as unrestricted subsidiaries under the indentures governing the Notes referred to below.
Concurrently with the Notes Offering, certain subsidiaries of Genesis, which own, directly or indirectly, Genesis’ trona mineral assets (other than the ORRI), entered into (i) an assumption agreement to guaranty the obligations under the Credit Agreement and (ii) supplemental indentures to guaranty obligations under Genesis’s 5.625% senior notes due 2024, 6.50% senior notes due 2025, 6.250% senior notes due 2026, 8.0% senior notes due 2027 and 7.750% senior notes due 2028 (collectively, the “Notes”).
The foregoing summary is qualified in its entirety by reference to the Credit Agreement. The representations and warranties of Genesis in the Credit Agreement and the Credit Agreement Amendment were made only for purposes of such agreements and as of specific dates and were solely for the benefit of the lenders party thereto. Each of the Credit Agreement and the Credit Agreement Amendment is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business, or operational information about Genesis and its subsidiaries. The representations and warranties made by Genesis in the Credit Agreement and the Credit Agreement Amendment may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
