Obligation Genesis Energy L.P./Genesis Energy Finance Corp 6% ( US37185LAG77 ) en USD

Genesis Energy L.P./Genesis Energy Finance Corp

100.52 % ⇌

Etas-Unis

US37185LAG77 ( en USD )

6% par an ( paiement semestriel )

14/05/2023 - Obligation échue

Prospectus brochure de l'obligation Genesis Energy L.P./Genesis Energy Finance Corp US37185LAG77 en USD 6%, échue

1 000 USD

400 000 000 USD

37185LAG7

N/A

L'Obligation émise par Genesis Energy L.P./Genesis Energy Finance Corp ( Etas-Unis ) , en USD, avec le code ISIN US37185LAG77, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2023
L'Obligation émise par Genesis Energy L.P./Genesis Energy Finance Corp ( Etas-Unis ) , en USD, avec le code ISIN US37185LAG77, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
Page 1 of 181
424B5 1 d925549d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-203259
CALCULATION OF REGISTRATION FEE
Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered
Offering Price
Registration Fee (1)
Debt Securities
$400,000,000
$46,480.00
(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. 333-203259 by means of this prospectus supplement.
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015

Final Prospectus Supplement
Page 2 of 181
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 6, 2015)
Genesis Energy, L.P.
Genesis Energy Finance Corporation
$400,000,000
6.000% Senior Notes due 2023
The notes will bear interest at the rate of 6.000% per year. Interest on the notes is payable on May 15 and
November 15 of each year, commencing on November 15, 2015. The notes will mature on May 15, 2023. 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 senior in right of payment 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. 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-14 of this prospectus supplement, page 2 of the accompanying base prospectus and page 23 of the
Annual Report on Form 10-K for the year ended December 31, 2014.
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
(before expenses)
Per Note
100.00% 1.75%
98.25%
Total
$400,000,000
$7,000,000
$
393,000,000
(1) Plus accrued interest from May 21, 2015, if settlement occurs after such date.
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 21, 2015.
Joint Book-Running Managers
Deutsche Bank Securities
BofA Merrill Lynch
BMO Capital Markets
Citigroup
RBC Capital Markets
Scotiabank
US Bancorp
Wells Fargo Securities
Co-Managers
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015

Final Prospectus Supplement
Page 3 of 181
ABN AMRO
BBVA
May 14, 2015.
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015

Final Prospectus Supplement
Page 4 of 181
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
ABOUT THIS PROSPECTUS SUPPLEMENT
iv
SUMMARY
S-1
RISK FACTORS
S-14
USE OF PROCEEDS
S-21
CAPITALIZATION
S-22
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
S-23
DESCRIPTION OF NOTES
S-27
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-88
INVESTMENT IN THE NOTES BY EMPLOYEE BENEFIT PLANS AND IRAs
S-95
UNDERWRITING
S-98
LEGAL MATTERS
S-105
EXPERTS
S-105
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
S-106
WHERE YOU CAN FIND MORE INFORMATION
S-108
PROSPECTUS DATED APRIL 6, 2015
Page
ABOUT THIS PROSPECTUS
1
GENESIS ENERGY, L.P.
1
RISK FACTORS
2
USE OF PROCEEDS
2
RATIO OF EARNINGS TO FIXED CHARGES
3
DESCRIPTION OF OUR EQUITY SECURITIES
4
General
4
Our Common Units
4
Our Preferred Securities
7
Our Subordinated Securities
8
Our Options
8
Our Warrants
9
Our Rights
10
CASH DISTRIBUTION POLICY
12
Distributions of Available Cash
12
Adjustment of Quarterly Distribution Amounts
12
Distributions of Cash Upon Liquidation
12
DESCRIPTION OF OUR PARTNERSHIP AGREEMENT
13
Partnership Purpose
13
Power of Attorney
13
Reimbursements of Our General Partner
13
Issuance of Additional Securities
13
Amendments to Our Partnership Agreement
13
Withdrawal or Removal of Our General Partner
14
Liquidation and Distribution of Proceeds
14
Change of Management Provisions
15
Limited Call Right
15
Indemnification
15
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
16
General
16
i
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015

Final Prospectus Supplement
Page 5 of 181
Table of Contents
Page
Indentures
16
Series of Debt Securities
17
Amounts of Issuances
17
Principal Amount, Stated Maturity and Maturity
17
Specific Terms of Debt Securities
18
Governing Law
19
Form of Debt Securities
19
Redemption or Repayment
22
Mergers and Similar Transactions
23
Subordination Provisions
23
Defeasance, Covenant Defeasance and Satisfaction and Discharge
25
No Personal Liability
25
Default, Remedies and Waiver of Default
26
Modifications and Waivers
27
Special Rules for Action by Holders
29
Form, Exchange and Transfer
30
Payments
31
Guarantees
31
Paying Agents
32
Notices
33
Our Relationship With the Trustee
33
Warrants to Purchase Debt Securities
33
MATERIAL INCOME TAX CONSEQUENCES
35
Partnership Status
35
Limited Partner Status
37
Tax Consequences of Unit Ownership
38
Tax Treatment of Operations
42
Disposition of Common Units
43
Uniformity of Units
45
Tax-Exempt Organizations and Other Investors
46
Administrative Matters
47
State, Local, Foreign and Other Tax Consequences
49
INVESTMENT IN GENESIS BY EMPLOYEE BENEFIT PLANS AND IRAs
50
PLAN OF DISTRIBUTION
53
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
55
LEGAL MATTERS
57
EXPERTS
57
WHERE YOU CAN FIND MORE INFORMATION
58
We expect that delivery of the notes will be made to investors against payment therefor on or about the
closing date specified on the cover page of this prospectus supplement, which will be the fifth business day
following the date of this prospectus supplement. This settlement cycle is referred to as "T+5". Under Rule
15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are generally
required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade notes on the date of this prospectus supplement or the next
business day will be required, by virtue of the fact that the notes initially will settle T+5, to specify an alternate
settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to
trade notes on the date of this prospectus supplement or the next succeeding business day should consult their
own advisor.
ii
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015

Final Prospectus Supplement
Page 6 of 181
Table of Contents
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.
iii
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015

Final Prospectus Supplement
Page 7 of 181
Table of Contents
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-108 of this prospectus
supplement.
iv
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015

Final Prospectus Supplement
Page 8 of 181
Table of Contents
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-14 of this
prospectus supplement, beginning on page 2 of the accompanying base prospectus and page 23 of the
Annual Report on Form 10-K for the year ended December 31, 2014 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;
"CO "
2 means carbon dioxide; and "NaHS," which is commonly pronounced as "nash," means sodium
hydrosulfide.; and "common units offering" refers to our offering of 4,600,000 common units that closed on
April 10, 2015 for net proceeds of $198.2 million that we used to repay a portion of the borrowings
outstanding under our credit facility.
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, Genesis Energy, LLC, 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) representing limited partner interests
constitute all of the economic equity interests in us.
We manage our businesses through five divisions that constitute our reportable segments -- Onshore
Pipeline Transportation, Offshore Pipeline Transportation, Refinery Services, Marine Transportation, and
Supply and Logistics.
S-1
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015

Final Prospectus Supplement
Page 9 of 181
Table of Contents
Onshore Pipeline Transportation Segment
Crude Oil Pipelines
We own 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, or
FERC, 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. Our onshore pipelines generate
cash flows from fees charged to customers.
Each of our onshore pipelines has significant available capacity to accommodate potential future
growth in volumes.
CO Pipe
2
lines
We own two CO2 pipelines with approximately 270 miles of pipe. We have leased our NEJD System,
comprised of 183 miles of pipe in North East Jackson Dome, Mississippi, to an affiliate of a large,
independent oil company through 2028. We receive a fixed quarterly payment under the NEJD
arrangement. 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. Payments on the Free State
pipeline are subject to an "incentive" tariff which provides that the average rate per mcf that we charge
during any month decreases as our aggregate throughput for that month increases above specified
thresholds.
Offshore Pipeline Transportation Segment
We own interests in various offshore crude oil pipeline systems, with approximately 1,200 miles of pipe
and an aggregate design capacity of approximately 1,200 MBbls per day, located offshore in the Gulf of
Mexico, a producing region representing approximately 15% of the crude oil production in the United States
in 2014. For example, we own a 28% interest in the Poseidon pipeline system and a 50% interest in the
Cameron Highway pipeline system, or CHOPS, which is one of the largest crude oil pipelines (in terms of
both length and design capacity) located in the Gulf of Mexico. We also own a 50% interest in Southeast
Keathley Canyon Pipeline Company, LLC, or SEKCO, which is a deepwater oil pipeline servicing the Lucius
field in the southern Keathley Canyon area of the Gulf of Mexico that became operational in 2014. Our
offshore pipelines generate cash flows from fees charged to customers or substantially similar
arrangements that otherwise limits our direct exposure to changes in commodity prices.
Each of our offshore pipelines currently has significant available capacity to accommodate future
growth in the fields from which the production is dedicated to that pipeline as well as to transport volumes
from non-dedicated fields both currently in production and to be developed in the future.
Refinery Services Segment
We primarily (i) provide services to ten refining operations located primarily in Texas, Louisiana,
Arkansas, Oklahoma 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, and we utilize railcars, ships, barges and trucks to
transport product. Our refinery
S-2
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015

Final Prospectus Supplement
Page 10 of 181
Table of Contents
services contracts are typically long-term in nature and have an average remaining term of three 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.
Marine Transportation Segment
We own a fleet of 71 barges (62 inland and 9 offshore) with a combined transportation capacity of
2.6 million barrels and 34 push/tow boats (25 inland and 9 offshore). Our marine transportation segment is
a provider of transportation services by tank barge primarily for refined petroleum products, including heavy
fuel oil and asphalt, as well as crude oil.
In November 2014, we also acquired from Mid Ocean Tanker Company, LLC, the M/T American
Phoenix, an ocean going tanker with 330,000 barrels of cargo capacity. The M/T American Phoenix is
currently transporting refined products.
We are a provider of transportation services for our customers and, in almost all cases, do not assume
ownership of the products that we transport. Most of our marine transportation services are conducted
under term contracts, some of which have renewal options for customers with whom we have traditionally
had long-standing relationships. All of our vessels operate under the United States flag and are qualified for
domestic trade under the Jones Act.
Supply and Logistics Segment
Our supply and logistics segment is focused on utilizing our knowledge of the crude oil and petroleum
markets to provide oil and gas producers, refineries and other customers with a full suite of services. Our
supply and logistics segment owns or leases trucks, terminals, gathering pipelines, railcars, and rail loading
and unloading facilities. It uses those assets, together with other modes of transportation owned by third
parties and us, to service its customers and for its own account. We have access to a suite of more than
300 trucks, 400 trailers, 562 railcars, and terminals and tankage with 2.9 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.
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.
S-3
http://www.sec.gov/Archives/edgar/data/1022321/000119312515190451/d925549d424b5....
5/17/2015