Obligation Genesis Energy L.P./Genesis Energy Finance Corp 5.625% ( US37185LAF94 ) en USD

Genesis Energy L.P./Genesis Energy Finance Corp

99.875 % ⇌

Etas-Unis

US37185LAF94 ( en USD )

5.625% par an ( paiement semestriel )

14/06/2024

Prospectus brochure de l'obligation Genesis Energy L.P./Genesis Energy Finance Corp US37185LAF94 en USD 5.625%, échéance 14/06/2024

1 000 USD

350 000 000 USD

37185LAF9

B+ ( Très spéculatif )

B1 ( Très spéculatif )

15/06/2024 ( Dans 27 jours )

L'Obligation émise par Genesis Energy L.P./Genesis Energy Finance Corp ( Etas-Unis ) , en USD, avec le code ISIN US37185LAF94, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2024

L'Obligation émise par Genesis Energy L.P./Genesis Energy Finance Corp ( Etas-Unis ) , en USD, avec le code ISIN US37185LAF94, a été notée B1 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Genesis Energy L.P./Genesis Energy Finance Corp ( Etas-Unis ) , en USD, avec le code ISIN US37185LAF94, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Definitive Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1022321/000119312514198570...
424B5 1 d724675d424b5.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-180876
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities to be Registered

Offering Price

Fee (1)
Debt Securities

$350,000,000
$45,080.00

(1) The filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the securities
offered from Registration Statement File No. 333-180876 by means of this prospectus supplement.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated April 23, 2012)

$350,000,000
5.625% Senior Notes due 2024

The notes will bear interest at the rate of 5.625% per year. Interest on the notes is payable on June 15 and December 15 of each
year, commencing on December 15, 2014. The notes will mature on June 15, 2024. We may redeem some or all of the notes at any
time before maturity at the prices discussed under the section entitled "Description of Notes -- Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally with all of our other unsubordinated indebtedness from
time to time outstanding. Holders of any secured indebtedness will have claims that are prior to your claims as holders of the notes, to
the extent of the value of the assets securing such indebtedness, in the event of any bankruptcy, liquidation or similar proceeding. At
the time of issuance, the notes will be guaranteed on a senior unsecured basis by each of our domestic subsidiaries that is a guarantor
under our credit agreement other than Genesis Energy Finance Corporation. The notes will be structurally subordinated to the
indebtedness and other liabilities of our non-guarantor subsidiaries. See "Description of Notes."
The notes will not be listed on any securities exchange. There is currently no public market for the notes. The notes are a new
issue of securities with no established trading market.
Investing in the notes involves risks. See the section entitled "Risk Factors" beginning on page S-11 of this prospectus
supplement, page 2 of the accompanying base prospectus and page 20 of the Annual Report on Form 10-K for the year ended
December 31, 2013.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Public Offering
Underwriting
Proceeds to Genesis

Price(1)

Discounts(2)

(before expenses)
Per Note

100.00%

2.00%

98.00%
Total

$350,000,000
$7,000,000
$
343,000,000
(1) Plus accrued interest from May 15, 2014, if settlement occurs after such date.
(2) In addition to this underwriting discount, we will be paying a fee to the "qualified independent underwriter" in connection with
this offering. See "Underwriting (Conflicts of Interest)."
The underwriters expect to deliver the notes in book entry form only, through the facilities of The Depository Trust Company,
against payment on or about May 15, 2014.

Joint Book-Running Managers

RBC CAPITAL MARKETS
BOFA MERRILL LYNCH

BMO CAPITAL MARKETS

CITIGROUP
DEUTSCHE BANK SECURITIES

SCOTIABANK
US BANCORP
WELLS FARGO SECURITIES

Co-Managers

ABN AMRO

BBVA
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Qualified Independent Underwriter

Raymond James
May 12, 2014.

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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
iii
INVESTMENT IN THE NOTES BY EMPLOYEE
SUMMARY
S-1

BENEFIT PLANS

S-90
RISK FACTORS
S-11
UNDERWRITING (CONFLICTS OF INTEREST) S-92
USE OF PROCEEDS
S-18
LEGAL MATTERS

S-99
CAPITALIZATION
S-19
EXPERTS

S-99
DESCRIPTION OF CERTAIN OTHER
INFORMATION REGARDING FORWARD-
INDEBTEDNESS
S-20
LOOKING STATEMENTS

S-99
DESCRIPTION OF NOTES
S-23
WHERE YOU CAN FIND MORE INFORMATION S-102
CERTAIN UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS
S-83

PROSPECTUS DATED APRIL 23, 2012

Page

Page
ABOUT THIS PROSPECTUS

1
Amendments to Our Partnership Agreement

13

GENESIS ENERGY, L.P.

1
Withdrawal or Removal of Our General Partner

14

RISK FACTORS

2
Liquidation and Distribution of Proceeds

14

USE OF PROCEEDS

2
Change of Management Provisions

15

RATIO OF EARNINGS TO FIXED CHARGES

3
Limited Call Right

15

DESCRIPTION OF OUR EQUITY SECURITIES
4
Indemnification

15

General

4
DESCRIPTION OF DEBT SECURITIES AND
Our Common Units

4

GUARANTEES

16

Our Preferred Securities

7
General

16

Our Subordinated Securities

8
Indentures

16

Our Options

8
Series of Debt Securities

17

Our Warrants

10
Amounts of Issuances

17

Our Rights

11
Principal Amount, Stated Maturity and Maturity

17

CASH DISTRIBUTION POLICY

12
Specific Terms of Debt Securities

18

Distributions of Available Cash

12
Governing Law

19

Adjustment of Quarterly Distribution Amounts

12
Form of Debt Securities

19

Distributions of Cash Upon Liquidation

12
Redemption or Repayment

22

DESCRIPTION OF OUR PARTNERSHIP
Mergers and Similar Transactions

23

AGREEMENT

13
Subordination Provisions

23

Partnership Purpose

13
Defeasance, Covenant Defeasance and Satisfaction
Power of Attorney

13

and Discharge

24

Reimbursements of Our General Partner

13
No Personal Liability

25

Issuance of Additional Securities

13

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Page

Page
Default, Remedies and Waiver of Default

25
Disposition of Common Units

43

Modifications and Waivers

27
Uniformity of Units

45

Special Rules for Action by Holders

29
Tax-Exempt Organizations and Other Investors

46

Form, Exchange and Transfer

29
Administrative Matters

47

Payments

30
State, Local, Foreign and Other Tax Consequences
49

Guarantees

31
INVESTMENT IN GENESIS BY EMPLOYEE
Paying Agents

32

BENEFIT PLANS

50

Notices

32
PLAN OF DISTRIBUTION

51

Our Relationship With the Trustee

32
INFORMATION REGARDING FORWARD-
Warrants to Purchase Debt Securities

33

LOOKING STATEMENTS

53

MATERIAL INCOME TAX CONSEQUENCES

35
LEGAL MATTERS

55

Partnership Status

35
EXPERTS

55

Limited Partner Status

37
WHERE YOU CAN FIND MORE
Tax Consequences of Unit Ownership

37

INFORMATION

56

Tax Treatment of Operations

42

You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the
accompanying base prospectus and any free writing prospectus prepared by or on our behalf relating to this offering of notes.
Neither we nor the underwriters have authorized anyone to provide you with additional or different information. If anyone
provides you with additional, different or inconsistent information, you should not rely on it. We are offering to sell the notes,
and seeking offers to buy the notes, only in jurisdictions where offers and sales are permitted. You should not assume that the
information contained in this prospectus supplement, the accompanying base prospectus or any free writing prospectus is
accurate as of any date other than the dates shown in these documents or that any information we have incorporated by
reference herein is accurate as of any date other than the date of the document incorporated by reference. Our business,
financial condition, results of operations and prospects may have changed since such dates.
None of Genesis Energy, L.P., the underwriters or any of their respective representatives is making any representation to you
regarding the legality of an investment in our notes by you under applicable laws. You should consult your own legal, tax and
business advisors regarding an investment in our notes. Information in this prospectus supplement and the accompanying base
prospectus is not legal, tax or business advice to any prospective investor.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of
notes. The second part is the accompanying base prospectus, which gives more general information, some of which may not apply to
this offering of notes. Generally, when we refer only to the "prospectus," we are referring to both parts combined. If the information
about the notes offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the
information in this prospectus supplement.
Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this
prospectus or in any other subsequently filed document that is also incorporated by reference into this prospectus modifies or
supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus. Please read "Where You Can Find More Information" on page S-102 of this prospectus
supplement.

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SUMMARY
This summary highlights information included or incorporated by reference in this prospectus supplement and the
accompanying base prospectus. It does not contain all the information that may be important to you or that you may wish to
consider before making an investment decision. You should read carefully the entire prospectus supplement, the
accompanying base prospectus, the documents incorporated by reference and the other documents to which we refer for a
more complete understanding of our business and the terms of this offering, as well as the tax and other considerations that
are important to you in making your investment decision. Please read "Risk Factors" beginning on page S-11 of this
prospectus supplement, beginning on page 2 of the accompanying base prospectus and page 20 of the Annual Report on Form
10-K for the year ended December 31, 2013 for information regarding risks you should consider before investing in our notes.
Unless the context otherwise requires, references in this prospectus supplement to "Genesis Energy, L.P.," "Genesis,"
"we," "our," "us" or like terms refer to Genesis Energy, L.P. and its operating subsidiaries, including Genesis Energy
Finance Corporation; "our general partner" refers to Genesis Energy, LLC, the general partner of Genesis; "Finance
Corp." or "co-issuer" refer to Genesis Energy Finance Corporation; "Cameron Highway" refers to Cameron Highway Oil
Pipeline Company; "Free State" refers to Genesis Free State Pipeline, LLC; "NEJD" refers to Genesis NEJD Pipeline, LLC;
"CO2" means carbon dioxide; and "NaHS," which is commonly pronounced as "nash," means sodium hydrosulfide.
Our Company
We are a growth-oriented master limited partnership formed in Delaware in 1996 and focused on the midstream segment of
the oil and gas industry in the Gulf Coast region of the United States, primarily Texas, Louisiana, Arkansas, Mississippi,
Alabama, Florida, Wyoming and in the Gulf of Mexico. Our common units are traded on the New York Stock Exchange under the
ticker symbol "GEL."
We provide an integrated suite of services to oil producers, refineries, and industrial and commercial enterprises. Our
business activities are primarily focused on providing services around and within refinery complexes. Upstream of the refineries,
we provide gathering and transportation of crude oil. Within the refineries, we provide services to assist in their sulfur balancing
requirements. Downstream of refineries, we provide transportation services as well as market outlets for their finished refined
products. We have a diverse portfolio of customers, operations and assets, including pipelines, refinery-related plants, storage
tanks and terminals, railcars, rail loading and unloading facilities, barges and trucks. Substantially all of our revenues are derived
from providing services to integrated oil companies, large independent oil and gas or refinery companies, and large industrial and
commercial enterprises.
We conduct our operations and own our operating assets through our subsidiaries and joint ventures. Our general partner, a
wholly owned subsidiary that owns a non-economic general partner interest in us, has sole responsibility for conducting our
business and managing our operations. Our outstanding common units (including our Class B common units) and waiver units
representing limited partner interests constitute all of the economic equity interests in us.
We manage our businesses through three divisions that constitute our reportable segments:

S-1
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Pipeline Transportation
Overview
We own interests in approximately 1,550 miles of crude oil pipelines located in the Gulf Coast region of the United States.
We also own two CO2 pipelines. Our pipelines generate cash flows from fees charged to customers or substantially similar
arrangements that otherwise limit our exposure to changes in commodity prices.
Crude Oil Pipelines
We own interests in four onshore crude oil pipeline systems, with approximately 500 miles of pipe located primarily in
Alabama, Florida, Louisiana, Mississippi and Texas. The Federal Energy Regulatory Commission regulates the rates charged by
three of our onshore systems to their customers. The rates for the other onshore pipeline are regulated by the Railroad
Commission of Texas. We also own interests in various offshore crude oil pipeline systems, with approximately 1,050 miles of
pipe and an aggregate design capacity of approximately 1,090 MBbls per day, located offshore in the Gulf of Mexico, a producing
region representing approximately 20% of the crude oil production in the United States in 2013. For example, we own a 28%
interest in the Poseidon pipeline system and a 50% interest in the Cameron Highway pipeline system, which is one of the largest
crude oil pipelines (in terms of both length and design capacity) located in the Gulf of Mexico.
CO P
2
ipelines
We own interests in two CO pi
2
pelines with approximately 270 miles of pipe. We have leased our NEJD pipeline system,
comprised of 183 miles of pipe in North East Jackson Dome, Mississippi, to an affiliate of a large, independent oil company
through 2028. That company also has the exclusive right to use our Free State pipeline, comprised of 86 miles of pipe, pursuant to
a transportation agreement that expires in 2028. We receive a fixed quarterly payment under the NEJD arrangement. Payments on
the Free State pipeline are dependent on throughput.
Refinery Services
We primarily (i) provide services to ten refining operations located primarily in Texas, Louisiana, Arkansas, Oklahoma,
Wyoming and Utah; (ii) operate significant storage and transportation assets in relation to those services; and (iii) sell NaHS and
caustic soda to large industrial and commercial companies. Our refinery services primarily involve processing refiners' high
sulfur (or "sour") gas streams to remove the sulfur. Our refinery services footprint also includes terminals in the Gulf Coast,
Midwest, Montana, British Columbia, Utah and South America, and we utilize railcars, ships, barges and trucks to transport
product to over 150 customers. Our refinery services contracts are typically long-term in nature and have an average remaining
term of four years. NaHS is a by-product derived from our refinery services process, and it constitutes the sole consideration we
receive for these services. A majority of the NaHS we receive is sourced from refineries owned and operated by large
companies, including Phillips 66, CITGO, HollyFrontier and Ergon. We sell our NaHS to customers in a variety of industries,
with the largest customers involved in mining of base metals, primarily copper and molybdenum, and the production of pulp and
paper. We believe we are one of the largest marketers of NaHS in North and South America.

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Supply and Logistics
We provide supply and logistics services primarily to Gulf Coast oil and gas producers and refineries through a combination
of purchasing, transporting, storing, blending and marketing of crude oil and refined products (primarily fuel oil, asphalt, and
other heavy refined products). In connection with these services, we utilize our portfolio of logistical assets consisting of trucks,
terminals, pipelines, railcars, rail loading and unloading facilities and barges. We have access to a suite of more than 300 trucks,
400 trailers, 580 railcars, and terminals and tankage with 2.4 million barrels of storage capacity in multiple locations along the
Gulf Coast as well as capacity associated with our three common carrier crude oil pipelines. Our crude-by-rail operations
consist of a total of six facilities, either in operation or under construction, designed to load and/or unload crude oil. The two
facilities located in Texas and Wyoming were designed primarily to load crude oil produced locally onto railcars for further
transportation to refining markets. The four other facilities (two in Louisiana, one in Mississippi and one in Florida) were
designed primarily to unload crude oil from railcars into pipelines, or onto barges, for delivery to refinery customers. Our marine
operations include access to 65 barges (56 inland and 9 offshore) with a combined transportation capacity of 2.4 million barrels
of heavy refined petroleum products, including asphalt, and 32 push/tow boats (23 inland and 9 offshore). Usually, our supply and
logistics segment experiences limited commodity price risk because it utilizes back-to-back purchases and sales, matching sale
and purchase volumes on a monthly basis. Unsold volumes are hedged with NYMEX derivatives to offset the remaining price
risk.
Our Objectives and Strategies
Our primary business objectives are to generate stable cash flows that allow us to make quarterly cash distributions to our
unitholders and to increase those distributions over time. We plan to achieve those objectives by executing the following business
and financial strategies.
Business Strategy
Our primary business strategy is to provide an integrated suite of services to oil and gas producers, refineries and other
customers. Successfully executing this strategy should enable us to generate and grow sustainable cash flows. We intend to
develop our business by:

Y Identifying and exploiting incremental profit opportunities, including cost synergies, across an increasingly integrated

footprint;

Y Optimizing our existing assets and creating synergies through additional commercial and operating advancement;

Y Leveraging customer relationships across business segments;

Y Attracting new customers and expanding our scope of services offered to existing customers;

Y Expanding the geographic reach of our refinery services and supply and logistics segments;

Y Economically expanding our pipeline and terminal operations;

Y Evaluating internal and third-party growth opportunities (including asset and business acquisitions) that leverage our core

competencies and strengths and further integrate our businesses; and

Y Focusing on health, safety and environmental stewardship.

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Financial Strategy
We believe that preserving financial flexibility is an important factor in our overall strategy and success. Over the long-term,
we intend to:

Y Increase the relative contribution of recurring and throughput-based revenues, emphasizing longer-term contractual

arrangements;

Y Prudently manage our limited commodity price risks;

Y Maintain a sound, disciplined capital structure; and

Y Create strategic arrangements and share capital costs and risks through joint ventures and strategic alliances.
Our Competitive Strengths
We believe we are well positioned to execute our strategies and ultimately achieve our objectives due primarily to the
following competitive strengths:

Y Our businesses encompass a balanced, diversified portfolio of customers, operations and assets. We operate three
business segments and own and operate assets that enable us to provide a number of services to oil producers, refinery

owners, and industrial and commercial enterprises that use NaHS and caustic soda. Our business lines complement each
other by allowing us to offer an integrated suite of services to common customers across segments.

Y Our pipeline transportation and related assets are strategically located. Our pipelines are critical to the ongoing

operations of our producer and refiner customers. In addition, a majority of our terminals are located in areas that can be
accessed by truck, rail or barge.

Y We believe we are one of the largest marketers of NaHS in North and South America. We believe the scale of our

well-established refinery services operations as well as our integrated suite of assets provides us with a unique cost
advantage over some of our existing and potential competitors.

Y Our supply and logistics business is operationally flexible. Our portfolio of trucks, railcars, barges and terminals

affords us flexibility within our existing regional footprint and provides us the capability to enter new markets and
expand our customer relationships.

Y We have limited commodity price risk exposure. The volumes of crude oil, refined products or intermediate feedstocks
that we purchase are either subject to back-to-back sales contracts or are hedged with NYMEX derivatives to limit our
exposure to movements in the price of the commodity, although we cannot completely eliminate commodity price

exposure. Our risk management policy requires that we monitor the effectiveness of the hedges to maintain a value at risk
of such hedged inventory that does not exceed $2.5 million. In addition, our service contracts with refiners allow us to
adjust our processing rates to maintain a balance between NaHS supply and demand.

Y Our businesses provide consistent consolidated financial performance. Our consistent and improving financial
performance, combined with our conservative capital structure, has allowed us to increase our distribution for thirty-five

consecutive quarters as of our most recent distribution declaration. During this period, thirty of those quarterly increases
have been 10% or greater as compared to the same quarter in the preceding year.

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