Obligation Genesis Energy L.P./Genesis Energy Finance Corp 7.75% ( US37185LAL62 ) en USD

Genesis Energy L.P./Genesis Energy Finance Corp

99.375 % ▲

Etas-Unis

US37185LAL62 ( en USD )

7.75% par an ( paiement semestriel )

31/01/2028

Prospectus brochure de l'obligation Genesis Energy L.P./Genesis Energy Finance Corp US37185LAL62 en USD 7.75%, échéance 31/01/2028

1 000 USD

750 000 000 USD

37185LAL6

B+ ( Très spéculatif )

B1 ( Très spéculatif )

01/08/2024 ( Dans 74 jours )

L'Obligation émise par Genesis Energy L.P./Genesis Energy Finance Corp ( Etas-Unis ) , en USD, avec le code ISIN US37185LAL62, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2028

L'Obligation émise par Genesis Energy L.P./Genesis Energy Finance Corp ( Etas-Unis ) , en USD, avec le code ISIN US37185LAL62, 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 US37185LAL62, a été notée B+ ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d864666d424b5.htm 424B5
Table of Contents
Filed purusant to rule 424(b)(5)
Registration No. 333-224380
CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee(1)
Debt Securities

$750,000,000

$97,350.00

(1)
The filing fee of $97,350.00 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated April 20, 2018)

Ge ne sis Ene rgy, L.P.
Ge ne sis Ene rgy Fina nc e Corpora t ion
$ 7 5 0 ,0 0 0 ,0 0 0
7 .7 5 0 % Se nior N ot e s due 2 0 2 8
The notes will bear interest at the rate of 7.750% per year. Interest on the notes is payable on February 1 and August 1 of each year, commencing
on August 1, 2020. The notes will mature on February 1, 2028. 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.
I nve st ing in t he not e s involve s risk s. Re a d "Risk Fa c t ors" be ginning on pa ge S-1 5 of t his prospe c t us supple m e nt , on pa ge
2 of t he a c c om pa nying ba se prospe c t us, on pa ge 3 2 of our Annua l Re port on Form 1 0 -K for t he ye a r e nde d De c e m be r 3 1 ,
2 0 1 8 a nd on pa ge 5 9 of our Qua rt e rly Re port on Form 1 0 -Q for t he qua rt e r e nde d Se pt e m be r 3 0 , 2 0 1 9 .
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of
t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying ba se prospe c t us is t rut hful or
c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .

https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

424B5
Public Offering
Underwriting
Proceeds to Genesis

Price(1)

Discounts

(before expenses)
Per Note

100%

1.50%

98.5%
Total

$750,000,000

$11,250,000

$738,750,000

(1)
Plus accrued interest from January 16, 2020, 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 January 16, 2020.

Joint Book-Running Managers

BM O Ca pit a l M a rk e t s

ABN AM RO

SM BC N ik k o
We lls Fa rgo Se c urit ie s

BN P PARI BAS

BofA Se c urit ie s
Ca pit a l One Se c urit ie s

Cit igroup

RBC Ca pit a l M a rk e t s
Sc ot ia ba nk

BBV A

DN B M a rk e t s
Fift h T hird Se c urit ie s

Re gions Se c urit ie s LLC
Co-managers

Ra ym ond J a m e s

Com e ric a Se c urit ie s

BOK Fina nc ia l Se c urit ie s, I nc .

January 9, 2020.
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

iv
SUMMARY

S-1
RISK FACTORS
S-15
USE OF PROCEEDS
S-23
CAPITALIZATION
S-24
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
S-25
DESCRIPTION OF NOTES
S-29
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-84
INVESTMENT IN THE NOTES BY EMPLOYEE BENEFIT PLANS AND IRAs
S-90
UNDERWRITING
S-94
LEGAL MATTERS
S-100
EXPERTS
S-100
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
S-101
WHERE YOU CAN FIND MORE INFORMATION
S-103

PROSPECTUS DATED APRIL 20, 2018

ABOUT THIS PROSPECTUS

1
GENESIS ENERGY, L.P.

1
RISK FACTORS

2
USE OF PROCEEDS

2
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
UNIT DISTRIBUTIONS

3
DESCRIPTION OF OUR EQUITY SECURITIES

4
General

4
Our Common Units

4
Our Preferred Securities

8
https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

424B5
Our Subordinated Securities

9
Our Options

10
Our Warrants

11
Our Rights

12
CASH DISTRIBUTION POLICY

14
Distribution of Available Cash

14
Class A Convertible Preferred Unit Distributions

14
Adjustment of Quarterly Distribution Amounts

15
Distributions of Cash Upon Liquidation

15
DESCRIPTION OF OUR PARTNERSHIP AGREEMENT

16
Partnership Purpose

16
Power of Attorney

16
Reimbursements of Our General Partner

16
Issuance of Additional Securities; Preemptive Rights

16
Amendments to Our Partnership Agreement

17
Withdrawal or Removal of Our General Partner

17
Liquidation and Distribution of Proceeds

18
Change of Management Provisions

18
Limited Call Right

18
Indemnification

18

i
Table of Contents
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

20
General

20
Indentures

20
Series of Debt Securities

21
Amounts of Issuances

21
Principal Amount, Stated Maturity and Maturity

21
Specific Terms of Debt Securities

22
Governing Law

23
Form of Debt Securities

23
Redemption or Repayment

26
Mergers and Similar Transactions

27
Subordination Provisions

27
Defeasance, Covenant Defeasance and Satisfaction and Discharge

28
No Personal Liability

29
Default, Remedies and Waiver of Default

29
Modifications and Waivers

31
Special Rules for Action by Holders

33
Form, Exchange and Transfer

33
Payments

34
Guarantees

35
Paying Agents

36
Notices

36
Our Relationship With the Trustee

37
Warrants to Purchase Debt Securities

37
MATERIAL INCOME TAX CONSEQUENCES

39
Partnership Status

40
Limited Partner Status

41
Tax Consequences of Unit Ownership

42
Tax Treatment of Operations

48
Disposition of Common Units

49
Uniformity of Units

50
Tax-Exempt Organizations and Other Investors

51
Administrative Matters

52
Recent Legislative Developments

55
State, Local, Foreign and Other Tax Consequences

56
INVESTMENT IN GENESIS BY EMPLOYEE BENEFIT PLANS AND IRAs

57
https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

424B5
General Fiduciary Matters

57
Prohibited Transactions

57
Plan Asset Issues

58
PLAN OF DISTRIBUTION

60
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

62
LEGAL MATTERS

64
EXPERTS

64
WHERE YOU CAN FIND MORE INFORMATION

65

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 Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two
business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who

ii
Table of Contents
wish to trade notes on any date prior to two business days before delivery 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 any date
prior to two business days before delivery 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.
Industry and Market Data
The market data and certain other statistical information used throughout this prospectus supplement are based on independent industry
publications, government publications or other published independent sources. Although we believe these third-party sources are reliable and that the
information is accurate and complete, we have not independently verified the information nor have we ascertained the underlying economic or operational
assumptions relied upon therein.

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. 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
https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

424B5
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-15 of this
prospectus supplement, on page 2 of the accompanying base prospectus, on page 32 of our Annual Report on Form 10-K for the year ended
December 31, 2018 and on page 59 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 for information regarding
risks you should consider before investing in our notes. Except to the extent otherwise provided, the information contained in this prospectus
supplement is as of September 30, 2019.
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" refers to Genesis Energy, LLC, the general partner of Genesis; (iii) "Finance Corp." or "co-issuer" refer to Genesis Energy Finance
Corporation; and (iv) "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. Our common units are traded on the New York Stock
Exchange, or NYSE, under the ticker symbol "GEL." We are (i) a leading provider of crude oil and natural gas services in the Deepwater area of the
Gulf of Mexico, (ii) a provider of an integrated suite of midstream services -- primarily transportation, storage, sulfur removal, blending,
terminalling and processing -- for a large area of the Gulf Coast region of the crude oil and natural gas industry and (iii) one of the leading producers
in the world of natural soda ash. Our sulfur removal business results in us being the largest producer, we believe, in the world of NaHS.
Historically, a substantial majority of our focus has been on the midstream segment of the crude oil and natural gas industry in the Gulf of
Mexico and the Gulf Coast region of the United States. We provide an integrated suite of services to refiners, crude oil and natural gas producers,
and industrial and commercial enterprises and have a diverse portfolio of assets, including pipelines, offshore hub and junction platforms, refinery-
related plants, storage tanks and terminals, rail unloading facilities, barges and other vessels, and trucks.
On September 1, 2017, we acquired our trona and trona-based exploring, mining, processing, producing, marketing and selling business based
in Wyoming (our "Alkali Business") for approximately $1.325 billion in cash. Our Alkali Business mines and processes trona from which it
produces natural soda ash, also known as sodium carbonate (Na2CO3), a basic building block for a number of ubiquitous products, including flat
glass, container glass, dry detergent and a variety of chemicals and other industrial products. Our Alkali business has a diverse customer base in the
United States, Canada, the European Community, the European Free Trade Area and the South African Customs Union with many long-term
relationships. It has been operating for over 70 years and has an estimated remaining reserve life of over 100 years.
Within our legacy midstream business, we have two distinct, complementary types of operations -- (i) our offshore Gulf of Mexico crude oil
and natural gas pipeline transportation and handling operations, which focus on providing a suite of services primarily to integrated and large
independent energy companies who make intensive capital investments to develop numerous large-reservoir, long-lived crude oil and natural gas
properties

S-1
Table of Contents
and (ii) our onshore-based refinery-centric operations located primarily in the Gulf Coast region of the U.S., which focus on providing a suite of
services primarily to refiners, which includes our transportation, storage, sulfur removal, and other handling services. Our onshore-based operations
occur upstream of, at, and downstream of refinery complexes. Upstream of refineries, we aggregate, purchase, gather and transport crude oil, which
we deliver or sell to refiners. Within refineries, we provide services to assist in sulfur removal/balancing requirements. Downstream of refineries,
https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

424B5
we provide transportation services as well as market outlets for finished refined petroleum products and certain refining by-products. In our offshore
crude oil and natural gas pipeline transportation and handling operations, we provide services to one of the most active drilling and development
regions in the U.S. -- the Gulf of Mexico, a producing region representing approximately 16% of the crude oil production in the U.S. in 2018.
Our operations include, among others, the following diversified businesses, each of which is one of the leaders in its market, has a long
commercial life and has significant barriers to entry:

·
one of the largest pipeline networks (based on throughput capacity) in the Deepwater area of the Gulf of Mexico, an area that produced

approximately 16% of the oil produced in the U.S. in 2018,

·
one of the leading producers (based on tons produced) of natural soda ash in the world,

·
the largest producer and marketer (based on tons produced), we believe, of NaHS in North and South America, and

·
a significant provider of crude oil and petroleum transportation, storage, and other handling services for large, complex refineries in

Baton Rouge, Louisiana and Baytown, Texas, both of which have been operational for approximately 100 years.
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), and our outstanding Class A convertible preferred
units, representing limited partner interests, constitute all of the economic equity interests in us.
We currently manage our businesses through four divisions that constitute our reportable segments -- offshore pipeline transportation, sodium
minerals and sulfur services, onshore facilities and transportation and marine transportation.
Offshore Pipeline Transportation Segment
We conduct our offshore crude oil and natural gas pipeline transportation and handling operations through our offshore pipeline transportation
segment, which focuses on providing a suite of services to integrated and large independent energy companies who make intensive capital
investments (often in excess of billions of dollars) to develop numerous large-reservoir, long-lived crude oil and natural gas properties in the Gulf of
Mexico, primarily offshore Texas, Louisiana, Mississippi and Alabama. This segment provides services to one of the most active drilling and
development regions in the U.S. -- the Gulf of Mexico, a producing region representing approximately 16% of the crude oil production in the U.S.
in 2018. Even though those large-reservoir properties and the related pipelines and other infrastructure needed to develop them are capital intensive,
we believe they are generally much less sensitive to short-term commodity price volatility, particularly once a project has been sanctioned. Due to
the size and scope of these activities, our customers are predominantly large integrated oil companies and large independent crude oil producers.
We own interests in various offshore crude oil and natural gas pipeline systems, platforms and related infrastructure. We own interests in
approximately 1,422 miles of crude oil pipelines with an aggregate design

S-2
Table of Contents
capacity of approximately 1,800 MBbls per day, a number of which pipeline systems are substantial and/or strategically located. For example, we
own a 64% interest in the Poseidon pipeline system and 100% 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 100% of the Southeast Keathley Canyon
Pipeline Company, LLC, which owns a deepwater pipeline servicing the Lucius and Buckskin fields in the southern Keathley Canyon area of the
Gulf of Mexico.
Our interests in operating offshore natural gas pipeline systems and related infrastructure include approximately 835 miles of pipe with an
aggregate design capacity of approximately 2,313 MMcf per day. We also own an interest in four offshore hub platforms with aggregate processing
capacity of approximately 711 MMcf per day of natural gas and 159 MBbls per day of crude oil.
Our offshore pipelines generate cash flows from fees charged to customers or substantially similar arrangements that otherwise limit our direct
exposure to changes in commodity prices. Each of our offshore pipelines currently has significant available capacity (with minimal to no additional
capital investment required from us) to accommodate future growth in the fields from which the production is dedicated to that pipeline, including
fields that have yet to commence production activities, as well as volumes from non-dedicated fields.
Sodium Minerals and Sulfur Services Segment
https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

424B5
Our Alkali Business owns the largest leasehold position of accessible trona ore reserves in the Green River, Wyoming trona patch, a geological
formation holding the vast majority of the world's accessible trona ore reserves. Our Alkali Business holds leases covering approximately 88,000
acres of land, containing an estimated 903 million metric tonnes of proved and probable reserves of trona ore in 2018, representing an estimated
remaining reserve life of over 100 years at current production rates, soda ash production facilities, underground trona ore mines and solution mining
operations and related equipment, logistics and other assets.
Our Alkali Business has been mining trona and producing soda ash in the Green River, Wyoming trona patch for over 70 years. All of our
Alkali Business' mining and processing activities are conducted at our "Westvaco" and "Granger" facilities in Wyoming. Utilizing our two facilities
near Green River, Wyoming, our Alkali Business involves the mining of trona ore, processing the trona ore into soda ash, also known as sodium
carbonate (Na2Co3), and the marketing, selling and distribution of the soda ash and specialty products.
We sell our soda ash and specialty products to a diverse customer base directly in the United States, Canada, the European Community, the
European Free Trade Area and the South African Customs Union. Our Alkali Business also sells through the American Natural Soda Ash
Corporation, or ANSAC, exclusively in all other markets. ANSAC is a nonprofit foreign sales association of which our Alkali Business and two
other U.S. soda ash producers are members, whose purpose is to promote export sales of U.S. produced soda ash in conformity with the Webb-
Pomerene Act. ANSAC is our Alkali Business' largest customer.
Soda ash is utilized by our customers as a basic building block for a number of ubiquitous products, including flat glass, container glass, dry
detergent and a variety of chemicals and other industrial products. The global market in which our Alkali Business operates is competitive.
Competition is based on a number of factors such as price, favorable logistics and consistent customer service. In North America, primary
competition is from other U.S.-based natural soda ash operations: Solvay Chemicals, Ciner Resources, L.P., Tata Chemicals Soda Ash Partners in
Wyoming, and Searles Valley Minerals, in California.
Our subsidiaries holding the assets by which we conduct our Alkali Business will not guarantee the notes.
As part of our sulfur removal business, we primarily (i) provide services to ten refining operations located mostly in Texas, Louisiana,
Arkansas, Oklahoma, Montana and Utah; (ii) operate significant storage and

S-3
Table of Contents
transportation assets in relation to those services; and (iii) sell NaHS and NaOH (also known as caustic soda) to large industrial and commercial
companies. Our sulfur removal services primarily involve processing refiners' high sulfur (or "sour") gas streams to remove the sulfur. Our sulfur
removal services footprint also includes NaHS and caustic soda terminals, and we utilize rail, ships, barges and trucks to transport product. Our
sulfur removal services contracts are typically long-term in nature and have an average remaining term of four and a half years. NaHS is a
by-product derived from our refinery sulfur removal 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,
Calumet 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 producers and marketers of NaHS in
North and South America.
Onshore Facilities and Transportation Segment
Our onshore facilities and transportation segment owns and/or leases our increasingly integrated suite of onshore crude oil and refined
products infrastructure, including pipelines, trucks, terminals, and rail 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. The increasingly integrated nature of our onshore
facilities and transportation assets is particularly evident in certain of our recently completed infrastructure projects in areas such as Louisiana and
Texas.
We own four onshore crude oil pipeline systems, with approximately 450 miles of pipe located primarily in Alabama, Florida, Louisiana,
Mississippi and Texas. The Federal Energy Regulatory Commission, or FERC, regulates the rates charged by four 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.
We own four operational crude oil rail unloading facilities located in Baton Rouge, Louisiana; Raceland, Louisiana; Walnut Hill, Florida; and
Natchez, Mississippi which provide synergies to our existing asset footprint. We generally earn a fee for unloading railcars at these facilities. Three
https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

424B5
of these facilities, our Baton Rouge, Louisiana, Raceland, Louisiana, and Walnut Hill, Florida facilities are directly connected to our existing
integrated crude oil pipeline and terminal infrastructure. In addition to the above, we have access to terminals and tankage with 4.3 million barrels of
storage capacity (excluding capacity associated with our common carrier crude oil pipelines) in multiple locations along the Gulf Coast.
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 an independent crude 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.
Marine Transportation Segment
We own a fleet of 91 barges (82 inland and 9 offshore) with a combined transportation capacity of 3.2 million barrels and 42 push/tow boats
(33 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. Refiners accounted for over 80% of our marine transportation volumes for 2018.

S-4
Table of Contents
We also own the M/T American Phoenix, an ocean going tanker with 330,000 barrels of cargo capacity. The M/T American Phoenix is
currently transporting crude oil.
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. 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, and spot contracts. For more information regarding our charter arrangements, please refer to the
marine transportation segment discussion below. All of our vessels operate under the U.S. flag and are qualified for domestic trade under the Jones
Act.
Our Objectives and Strategies
Our primary objective continues to be to generate and grow stable cash flows while never wavering from our commitment to safe and
responsible operations. We recently made the strategic decision to hold our quarterly distribution rate flat at $0.55 per common unit for the
foreseeable future as we intend to use our capital for the highest and best use for all of our stakeholders. This decision coupled with our expected
growth from our existing asset footprint keeps us on track to naturally de-lever our balance sheet.
Business Strategy
Our primary business strategy is to provide an integrated suite of services to refiners, crude oil and natural gas producers, and industrial and
commercial enterprises. Successfully executing this strategy should enable us to generate and grow stable cash flows.
On September 1, 2017, we acquired our Alkali Business, which is one of the world's leading producers of natural soda ash. Natural soda ash
accounted for approximately 25% of the world's production of soda ash in 2018. We believe the significant cost advantage in the production of
natural soda ash over synthetically produced soda ash will remain for the foreseeable future, somewhat mitigating the effects of market specific
factors in the soda ash market in which we operate.
Within our legacy midstream business, we have two distinct, complementary types of operations: (i) our offshore Gulf of Mexico crude oil and
natural gas pipeline transportation and handling operations, focusing on integrated and large independent energy companies who make intensive
capital investments (often in excess of billions of dollars) to develop numerous large-reservoir, long-lived crude oil and natural gas properties; and
(ii) our onshore-based-refinery-centric operations located primarily in the Gulf Coast region of the U.S., which focus on providing a suite of
services primarily to refiners. In 2018, refiners were the shippers of approximately 80% of the volumes transported on our onshore crude pipelines,
and refiners contract for over 80% of the use of our inland barges, which are used primarily to transport intermediate refined products (not crude oil)
between refining complexes. The integrated and large independent energy companies that use our offshore oil pipelines produce oil that is ideally
suited for the vast majority of refineries along the Gulf Coast.
We intend to develop our business by:

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

https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

424B5

·
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;

S-5
Table of Contents

·
Expanding the geographic reach of our businesses;

·
Economically expanding our pipeline and terminal operations by utilizing capacity currently available on our existing assets that

requires minimal to no additional investment;

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

and strengths, further integrate our businesses; and

·
Focusing on health, safety and environmental stewardship.
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 production and throughput-based revenues, emphasizing longer-term contractual

arrangements;

·
Prudently manage our limited direct commodity price risks;

·
Maintain a sound, disciplined capital structure, including through our previously announced guidance outlining our current and forward

path to deleveraging; 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 competitive
strengths:

·
Our businesses encompass a balanced, diversified portfolio of customers, operations and assets. We operate four business segments
and own and operate assets that enable us to provide a number of services primarily to refiners, crude oil and natural gas producers, and
industrial and commercial enterprises that use natural soda ash, 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

(i) providing offshore crude oil and natural gas pipeline transportation and related handling services in the Gulf of Mexico to mostly
integrated and large independent energy companies (ii) producing sodium minerals and sulfur removal and (iii) providing onshore-
based refinery-centric crude oil and refined products transportation and handling services. We are not dependent upon any one
customer or principal location for our revenues.

·
Certain of our businesses are among the leaders in each of their respective markets and each of which has a long commercial life
and significant barriers to entry. We operate, among others, diversified businesses, each of which is one of the leaders in its market,
has a long commercial life and has significant barriers to entry. We operate one of the largest pipeline networks (based on throughput
capacity) in the Deepwater area of the Gulf of Mexico, an area that produced approximately 16% of the oil produced in the U.S. in

2018. We are one of the leading producers (based on tons produced) of natural soda ash in the world. We believe we are the largest
producer and marketer (based on tons produced) of NaHS in North and South America. We are a significant provider of crude oil and
petroleum product transportation, storage and other handling services for large, complex refineries in Baton Rouge, Louisiana and
Baytown, Texas, both of which have been operational for approximately 100 years.

·
Our offshore Gulf of Mexico crude oil and natural gas pipeline transportation and handling operations are located in a significant

producing region with large-reservoir, long-lived crude oil

https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

424B5
S-6
Table of Contents
and natural gas properties. We provide a suite of services, primarily to integrated and large independent energy companies who make
intensive capital investments to develop numerous large-reservoir, long-lived crude oil and natural gas properties, in one of the most

active drilling and development regions in the U.S.-the Gulf of Mexico, a producing region representing approximately 16% of the
crude oil production in the U.S. in 2018.

·
Our Alkali Business has significant cost advantages over synthetic production methods. Our Alkali Business has significant cost

advantages over synthetic production methods, including lower raw material and energy requirements. According to IHS, on average,
the cash cost to produce material soda ash has been about half of the cost to produce synthetic soda ash.

·
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.

·
Some of our pipeline transportation and related assets are strategically located and operationally flexible. Our pipelines are critical
to the ongoing operations of our refiner and producer customers and a majority of our terminals are located in areas that can be

accessed by pipeline, truck, rail or barge. In addition, 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. All of our vessels operate
under the U.S. flag and are qualified for U.S. coastwise trade under the Jones Act.

·
We have limited direct commodity price risk exposure in our oil and gas and NaHS businesses. 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 direct exposure to movements in the price of the commodity, although we cannot completely eliminate

commodity price exposure. Our risk management policy requires us to monitor the effectiveness of the hedges to maintain a value at
risk of such hedged inventory not in excess of $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.

·
We are financially flexible and have significant liquidity. As of September 30, 2019, we had $751.9 million available under our

$1.7 billion revolving credit agreement, including up to $187.4 million available under the $200.0 million petroleum products inventory
loan sublimit and $98.9 million available for letters of credit. Our inventory borrowing base was $12.6 million at September 30, 2019.

·
Our businesses provide relatively consistent consolidated financial performance. Our historically consistent and improving financial

performance, combined with our goal of a conservative capital structure over the long term, has allowed us to generate relatively stable
and increasing cash flows.

·
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.

S-7
Table of Contents
Recent Events
On September 23, 2019, we, through an unrestricted subsidiary, Genesis Alkali Holdings Company, LLC ("Alkali Holdings"), entered into an
amended and restated limited liability company agreement of Alkali Holdings and securities purchase agreement (the transactions contemplated by
the foregoing, the "Granger Transaction") whereby certain funds affiliated with GSO Capital Partners LP purchased $55,000,000 and committed to
purchase, during a three-year commitment period, up to an additional $295,000,000 of preferred equity interests in Alkali Holdings, the entity that
holds our trona and trona-based exploring, mining, processing, producing, marketing and selling business, including its Granger facility near Green
River, Wyoming. Alkali Holdings will use the net proceeds from the sales of preferred equity interests to fund the expansion of the Granger facility.
Preferred equity holders will receive payment-in-kind in lieu of cash during the anticipated construction period of the Granger facility, which will
https://www.sec.gov/Archives/edgar/data/1022321/000119312520006404/d864666d424b5.htm[1/14/2020 8:36:53 AM]

Document Outline

#1">
- #1">