f8k61608.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): June 16, 2008 (June 11,
2008)
GENESIS
ENERGY, L.P.
(Exact
name of registrant as specified in its charter)
Delaware
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1-12295
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76-0513049
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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500
Dallas, Suite 2500, Houston, Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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(713)
860-2500
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
___ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
___ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
___ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b))
___ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240-13e-4(c)
Item
1.01. Entry into a Material Definitive Agreement
Contribution and Sale
Agreement. On June 11, 2008, Genesis Energy, L.P. (“Genesis”), together
with Genesis Marine Investments, LLC, a subsidiary of Genesis (“Genesis
Marine”), entered into a contribution and sale agreement (“Contribution
Agreement”) with Grifco Transportation, Ltd. (“Grifco”), two of Grifco’s
affiliates, and TD Marine, LLC (“TD Marine”) to acquire the inland marine
transportation business of Grifco. Genesis Marine and TD Marine
will own and operate the business through a joint venture, DG Marine
Transportation (“DG Marine Transportation”), which will be owned (directly and
indirectly) 51% by TD Marine and 49% by Genesis Marine.
Grifco will receive initial purchase
consideration of approximately $80 million, comprised of $63.3 million in cash
and $16.7 million in Genesis common units. A portion of which units
will be subject to certain lock-up restrictions. DG Marine will acquire
substantially all of Grifco’s assets, including twelve barges, seven push boats,
certain commercial agreements, and office and warehouse
space. Additionally, DG Marine and its subsidiaries will assume or
otherwise acquire the rights and obligations to take delivery of four new barges
in late third quarter of 2008 and four additional new barges early in first
quarter of 2009 (at a total price of approximately $27 million). Upon delivery
of the eight new barges, the acquisition of three additional push boats (at an
estimated cost of approximately $6 million), and after placing the barges and
push boats into commercial operations, DG Marine will be obligated to pay Grifco
an additional $12 million in cash as additional purchase consideration, bringing
the total value of the joint investment to approximately $125
million.
Upon consummation of the transaction,
DG Marine will serve refineries and storage terminals along the Gulf Coast,
Intracoastal Canal and western river systems of the United States, including the
Red, Ouachita and Mississippi Rivers, where Genesis has significant existing
terminals. On an annualized basis, and after the additional
eight barges and three push boats described above are acquired and put into
service, Genesis expects DG Marine to generate EBITDA of approximately $16 to
$17 million, which is a 7.5x transaction multiple on DG Marine’s
investment.
The acquisition is expected to be
funded with $50 million of aggregate equity contributions from Genesis Marine
and TD Marine, initially in proportion to their ownership percentages, and with
a $75 million bank-syndicated revolving credit facility, to be arranged jointly
by SunTrust Robinson Humphrey and BMO Capital Markets. DG Marine will
be the borrower under the facility, which will be non-recourse to Genesis Marine
and TD Marine (other than their initial investment).
Omnibus
Agreement. In connection with the Contribution and Sale
Agreement, on June 12, 2008, Genesis, Genesis Marine and TD Marine and certain
parties related to it entered into an Omnibus Agreement. Pursuant to
the Omnibus Agreement, (i) Genesis agreed to effectively fund Genesis Marine’s
proportionate share of the joint venture equity capital ($24.5 million) with
cash, (ii) TD Marine and its affiliates agreed to effectively fund TD Marine’s
proportionate share of the joint venture equity capital
($25.5 million) with cash ($8.8. million) and Genesis common units
($16.7 million), and (iii) the parties thereto agreed to take certain actions to
form the joint venture and consummate the Grifco acquisition described above,
including arranging a credit facility for DG Marine.
The completion of the transaction is
subject to the satisfaction of customary conditions to closing, including the
performance of material covenants, accuracy of representations and warranties,
obtaining material consents and approvals and approval by the AMEX to list the
units to be issued as a portion of the purchase price. The
transaction is expected to close early in the third quarter of
2008.
This report contains only a summary of
certain provisions of the Contribution Agreement, the Omnibus Agreement and
related documents. This summary does not purport to be a complete summary of
those documents and is qualified by reference to those documents, which have not
been filed. Genesis will file certain of those documents at a future
date. The underlying documents contain representations, warranties and other
provisions that are qualified in many respects, including by reference to
disclosure schedules that have not been filed and that may not be filed with
those documents that are filed. Those representations and warranties were made
to provide the parties thereto with specified rights and remedies and to
allocate risks among those parties. Accordingly,
those
representations
and warranties should not be relied upon as business or operational information
about any of the parties or their affiliates.
A copy of the press release issued to
announce the execution of the Contribution Agreement is included as Exhibit 99.1
to this Form 8-K.
Item
9.01. Financial Statements and Exhibits
(a) Financial
statements of businesses acquired.
Not
applicable
(b) Pro
forma financial information.
Not
applicable.
(c) Exhibits
The
following materials are filed as exhibits to this Current Report on Form
8-K.
Exhibits.
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99.1
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Genesis
Energy, L.P. press release, dated June 12,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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GENESIS
ENERGY, L.P.
(A
Delaware Limited Partnership)
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By:
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GENESIS
ENERGY, INC., as General
Partner
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Date: June
16, 2008
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By:
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Ross
A. Benavides
Chief
Financial Officer
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