Obligation Genèse Énergie Inc. 6.75% ( US37185LAH50 ) en USD

Genèse Énergie Inc.

100 % ▼

Etas-Unis

US37185LAH50 ( en USD )

6.75% par an ( paiement semestriel )

31/07/2022 - Obligation échue

Prospectus brochure de l'obligation Genesis Energy L.P./Genesis Energy Finance Corp US37185LAH50 en USD 6.75%, échue

2 000 USD

750 000 000 USD

37185LAH5

N/A

Genesis Energy L.P. est une société américaine de partenariat énergétique à responsabilité limitée qui exploite et possède des infrastructures énergétiques, notamment des raffineries, des terminaux de stockage et des pipelines, principalement au Texas et en Louisiane.

L'Obligation émise par Genèse Énergie Inc. ( Etas-Unis ) , en USD, avec le code ISIN US37185LAH50, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2022

424B5
424B5 1 d89137d424b5.htm 424B5
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

$750,000,000

$87,150

(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.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 6, 2015)

Genesis Energy, L.P.
Genesis Energy Finance Corporation
$750,000,000
6.75% Senior Notes due 2022

The notes will bear interest at the rate of 6.75% per year. Interest on the notes is payable on February 1 and August 1 of each year,
commencing on February 1, 2016. The notes will mature on August 1, 2022. 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."
We intend to use the net proceeds we receive from this offering to fund a portion of the purchase price for the pending acquisition of the
offshore pipelines and services business (the "Enterprise Offshore Business") from Enterprise Products Operating LLC (the "Enterprise Offshore
Business Acquisition"). Prior to closing the Enterprise Offshore Business Acquisition, we may use the net proceeds from this offering to make
short-term liquid investments at our discretion.
If the purchase and sale agreement for the Enterprise Offshore Business Acquisition is terminated at any time prior to the closing of such
acquisition, or if the closing of the Enterprise Offshore Business Acquisition does not otherwise occur on or prior to December 31, 2015, we will
redeem all of the notes at a redemption price equal to 100% of the aggregate issue price of the notes, plus accrued and unpaid interest to, but not
including, the redemption date.
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-23 of this
http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

424B5
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

98.629%

1.487%

97.142%
Total

$739,717,500

$11,152,500

$
728,565,000

(1)
Plus accrued interest from July 23, 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 July 23, 2015.

Joint Book-Running Managers

BofA Merrill Lynch

BMO Capital Markets

Wells Fargo Securities

ABN AMRO BBVA
Citigroup
Deutsche Bank Securities

RBC Capital Markets

Scotiabank

US Bancorp

July 16, 2015.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

iv
SUMMARY

S-1
RISK FACTORS
S-23
USE OF PROCEEDS
S-32
CAPITALIZATION
S-33
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
S-34
ENTERPRISE OFFSHORE BUSINESS
S-46
ENTERPRISE OFFSHORE BUSINESS SELECTED FINANCIAL DATA
S-51
ENTERPRISE OFFSHORE BUSINESS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
S-52
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
S-56
DESCRIPTION OF NOTES
S-59
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-120
INVESTMENT IN THE NOTES BY EMPLOYEE BENEFIT PLANS AND IRAs
S-127
UNDERWRITING
S-130
LEGAL MATTERS
S-137
EXPERTS
S-137
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
S-138
WHERE YOU CAN FIND MORE INFORMATION
S-140
INDEX TO COMBINED FINANCIAL STATEMENTS

F-1
http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

424B5
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

i
Table of Contents

Page
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
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
http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

424B5
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 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

ii
Table of Contents
Securities Exchange Act of 1934, as amended, trades in the secondary market generally are 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 succeeding 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.
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
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.
http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

424B5
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."

iv
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-23 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 for information regarding risks you should consider before investing in our notes.
Unless the context otherwise requires, references in this prospectus supplement to (i)"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;
(ii) "our general partner" refer to Genesis Energy, LLC, the general partner of Genesis; (iii) "Finance Corp." or "co-issuer" refer to
Genesis Energy Finance Corporation; (iv)"CO2" means carbon dioxide and "NaHS," which is commonly pronounced as "nash," mean
sodium hydrosulfide; (v) "April 2015 common units offering" refer to our offering of 4.6 million 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 revolving credit facility; (vi)"the
"2018 notes tender offer and redemption" refer to our tender offer for all $350 million aggregate principal amount of the 7.875% senior
notes due 2018 and the redemption of all 7.875% senior notes due 2018 that remained outstanding after the completion of such tender offer;
and (vii) "May 2015 notes offering" refer to the offering of $400 million aggregate principal amount of 6.000% senior notes due 2023 by
Genesis and Finance Corp. that closed on May 21, 2015 for net proceeds of $392.0 million that we used to fund the 2018 notes tender offer
and redemption and repay a portion of the borrowings outstanding under our revolving 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 NYSE 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.

S-1
http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

424B5
Table of Contents
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.
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.
CO2 Pipelines
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, or Poseidon,
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

S-2
Table of Contents
http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

424B5
product. Our refinery 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 36
push/tow boats (27 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.
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

S-3
Table of Contents
sustainable cash flows. Onshore, we focus primarily on customers further downstream in the energy value chain, like refiners (as opposed to
producers). For example, refiners are the shippers of over 85% of the volumes transported on our onshore crude pipelines, and refiners contract
for more than 90% of the use of our inland barges, which primarily are used to transport intermediate refined products (not crude oil) between
refining complexes. Our crude oil pipelines in the Gulf of Mexico represent the single largest departure from our "refinery-centric" customer
strategy. The shippers on those pipelines are mostly integrated and large independent energy companies who have developed, and continue to
http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

424B5
explore for, numerous large-reservoir, long-lived crude oil properties whose production is ideally suited for the vast majority of refineries
along the Gulf Coast, unlike the lighter crude oil and condensates produced from numerous onshore shale plays. Those large-reservoir
properties and the related pipelines and other infrastructure needed to develop them are capital intensive and yet, we believe, economically
viable, in most cases, even in this lower commodity price environment.
We intend to develop our business by:

· Identifying and exploiting incremental profit opportunities, including cost synergies, across an increasingly integrated footprint;

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

· Leveraging customer relationships across business segments;

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

· Expanding the geographic reach of our refinery services, onshore and offshore pipeline systems, marine transportation and

supply and logistics businesses;

· Economically expanding our pipeline and terminal operations;

· 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

· Focusing on health, safety and environmental stewardship.
We regularly consider and enter into discussions regarding potential acquisitions and are currently contemplating potential
acquisitions. On July 16, 2015, we entered into a purchase and sale agreement with Enterprise Products Operating LLC, or EPO, pursuant to
which we will acquire the offshore pipelines and services business of EPO and its affiliates for approximately $1.5 billion. Please read "--
Pending Acquisition of Enterprise Offshore Pipelines and Services Business" for additional information. While there are currently no
unannounced purchase agreements for the acquisition of any material business or assets, such transactions can be effected quickly, may occur
at any time and may be significant in size relative to our existing assets or operations.
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:

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

arrangements;

· Prudently manage our limited commodity price risks;

S-4
Table of Contents

· Maintain a sound, disciplined capital structure; and

· 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
http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

424B5
competitive strengths:

· We have limited commodity price risk exposure. The volumes of crude oil, refined products or intermediate feedstocks 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 the rates we
charge for processing to maintain a balance between NaHS supply and demand.

· Our businesses encompass a balanced, diversified portfolio of customers, operations and assets. We operate five 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. Our businesses are primarily focused on
providing services around and within refinery complexes. We are not dependent upon any one customer or principal location
for our revenues.

· Our onshore and offshore 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.

· 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.

· 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.

· Our marine transportation assets provide waterborne transportation throughout North America. Our fleet of barges and
boats provide service to both inland and offshore customers within a large North American geographic footprint. There are a

limited number of Jones Act qualified vessels participating in United States coastwise trade. All of our vessels operate under
the United States flag and are qualified for United States coastwise trade under the Jones Act.

· 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 40 consecutive quarters as of

our most recent distribution declaration. During this period, 35 of those quarterly increases have been 10% or greater as
compared to the same quarter in the preceding year.

S-5
Table of Contents
· We are financially flexible and have significant liquidity. As of March 31, 2015, on an adjusted pro forma basis after giving
effect to the application of the net proceeds from the April 2015 common units offering and May 2015 notes offering, we had
$573.3 million available under our $1.0 billion revolving credit facility, including up to $101.7 million available under the $150

million petroleum products inventory loan sublimit, and $88.8 million available for letters of credit. Our inventory borrowing
base was $48.3 million at March 31, 2015. On July 16, 2015, we received commitments to increase the committed amount
under our revolving credit facility from $1.0 billion to $1.5 billion effective as of the closing of the Enterprise Offshore
Business Acquisition.

· Our expertise and reputation for high performance standards and quality enable us to provide refiners with economic and

proven services. Our extensive understanding of the sulfur removal process and crude oil refining can provide us with an
advantage when evaluating new opportunities and/or markets.

http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

424B5
· We have an experienced, knowledgeable and motivated executive management team with a proven track record. Our
executive management team has an average of more than 25 years of experience in the midstream sector. Its members have

worked in leadership roles at a number of large, successful public companies, including other publicly traded partnerships.
Through their equity interest in us, our executive management team is incentivized to create value by increasing cash flows.
Pending Acquisition of Enterprise Offshore Pipelines and Services Business
Purchase and Sale Agreement
On July 16, 2015, we entered into a purchase and sale agreement with EPO pursuant to which we will acquire all of the offshore
pipelines and services business of EPO and its affiliates on the terms and subject to the conditions set forth in the purchase and sale agreement
for approximately $1.5 billion in cash. We refer to the business that we will acquire as the Enterprise Offshore Business and the acquisition of
the Enterprise Offshore Business as the Enterprise Offshore Business Acquisition.
The purchase and sale agreement contains customary representations and warranties, covenants and agreements. The purchase and
sale agreement also contains customary closing conditions and termination rights for both parties. All of these closing conditions, other than
those that, by their nature, are to be satisfied at the closing, have been satisfied or waived. We expect to close the Enterprise Offshore Business
Acquisition in the third quarter of 2015.
We cannot assure you that the Enterprise Offshore Business Acquisition will be completed within our anticipated time frame or at
all or that we will achieve our strategic and financial objectives related to the Enterprise Offshore Business Acquisition. The completion of the
Enterprise Offshore Business Acquisition is not contingent upon the completion of this offering, the concurrent common units offering or any
other financing. Investors in our notes should not place undue reliance on the pro forma financial data included in this prospectus supplement
because this offering is not contingent upon any of the transactions reflected in the adjustments included in that data.
The Enterprise Offshore Business
The Enterprise Offshore Business, which serves some of the most active drilling and development regions in the United States
(including deepwater production fields in the Gulf of Mexico offshore Texas, Louisiana, Mississippi and Alabama), will be complementary to,
and will substantially expand, our existing offshore pipelines segment, which is primarily comprised of our interests in three oil pipelines--
Poseidon (28%),

S-6
Table of Contents
SEKCO (50%), and CHOPS (50%). The Enterprise Offshore Business includes approximately 2,350 miles of offshore crude oil and natural
gas pipelines and six offshore hub platforms, including an additional 36% interest in Poseidon and all the remaining interest in SEKCO and
CHOPS.
The Enterprise Offshore Business' Gulf of Mexico pipelines provide for the gathering and transportation of crude oil or natural gas
from offshore production fields to interconnecting offshore or onshore pipelines or processing facilities. The Enterprise Offshore Business'
offshore hub platforms are typically used to interconnect the offshore pipeline network; provide an efficient means to perform pipeline
maintenance; and locate pumping, compression, separation and production handling equipment and similar assets. In addition to the offshore
hub platforms, the Enterprise Offshore Business owns 15 pipeline junction and service platforms.
Rationale for Enterprise Offshore Business Acquisition
We believe the Enterprise Offshore Business Acquisition will facilitate our ability to grow our cash flow and distribution per unit,
enhance our credit quality over time, expand our portfolio of strategic assets, and increase our opportunity to experience organic growth in the
future. Our rationale for the Enterprise Offshore Business Acquisition includes the following:

· Meaningfully expands our size and credit metrics over the longer-term, which should help accelerate an increase in our credit
ratings in the future. After consummation and integration of the Enterprise Offshore Business Acquisition, we expect to
generate quarterly Adjusted EBITDA of over $140 million for the three months ending December 31, 2015 (or $560 million
annualized) and quarterly net income of over $45 million for the three months ending December 31, 2015 (or $180 million
annualized). The increase from historical pro forma Adjusted EBITDA and net income for the year ended December 31, 2014
http://www.sec.gov/Archives/edgar/data/1022321/000119312515257123/d89137d424b5.htm[7/20/2015 5:27:22 PM]

Document Outline

#1">
- #1">