Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

Debt

At December 31, 2023 and 2022, our obligations under debt arrangements consisted of the following:

	December 31, 2023						December 31, 2022
	Principal		Unamortized Premium, Discount and Debt Issuance Costs		Net Value		Principal		Unamortized Premium and Debt Issuance Costs		Net Value
Senior secured credit facility-Revolving Loan(1)	$	298,300	$	—	$	298,300	$	205,400	$	—	$	205,400
5.625% senior unsecured notes due 2024	—		—		—		341,135		1,249		339,886
6.500% senior unsecured notes due 2025	—		—		—		534,834		3,265		531,569
6.250% senior unsecured notes due 2026	339,310		1,746		337,564		339,310		2,481		336,829
8.000% senior unsecured notes due 2027	981,245		3,549		977,696		981,245		4,956		976,289
7.750% senior unsecured notes due 2028	679,360		6,121		673,239		679,360		7,621		671,739
8.250% senior unsecured notes due 2029	600,000		17,202		582,798		—		—		—
8.875% senior unsecured notes due 2030	500,000		8,342		491,658		—		—		—
5.875% Alkali senior secured notes due 2042(2)	425,000		21,791		403,209		425,000		22,558		402,442
Total long-term debt	$	3,823,215	$	58,751	$	3,764,464	$	3,506,284	$	42,130	$	3,464,154

(1)    Unamortized debt issuance costs associated with our senior secured credit facility (included in “Other Assets, net of amortization” on the Consolidated Balance Sheets) were $5.7 million and $2.6 million as of December 31, 2023 and December 31, 2022, respectively.

(2) As of December 31, 2023, $11.6 million of the principal balance is considered current and included within “Accrued liabilities” on the Condensed Consolidated Balance Sheet.

Senior Secured Credit Facility

On February 17, 2023, we entered into the Sixth Amended and Restated Credit Agreement (our “credit agreement” to replace our Fifth Amended and Restated Credit Agreement (the “old credit agreement”). Our credit agreement provides for a $850 million senior secured revolving credit facility. The credit agreement matures on February 13, 2026, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions.

As of December 31, 2023, the key terms for rates under our senior secured credit facility, which are dependent on our leverage ratio (as defined in the credit agreement), are as follows:

•Revolving credit facility: The interest rate on borrowings may be based on an alternate base rate or Term Secured Overnight Financing Rate (“SOFR”), at our option. Interest on alternate base rate loans is equal to the sum of (a) the highest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate in effect on such day plus 0.5% and (iii) the Adjusted Term SOFR (as defined in our credit agreement) for a one-month tenor in effect on such day plus 1% and (b) the applicable margin. The Adjusted Term SOFR is equal to the sum of (a) the Term SOFR rate (as defined in our credit agreement) for such period plus (b) the Term SOFR Adjustment of 0.1% plus (c) the applicable margin. The applicable margin varies from 2.25% to 3.50% on Term SOFR borrowings and from 1.25% to 2.50% on alternate base rate borrowings, depending on our leverage ratio. Our leverage ratio is recalculated quarterly and in connection with each material acquisition. At December 31, 2023, the applicable margins on our borrowings were 1.75% for alternate base rate borrowings and 2.75% for Term SOFR borrowings based on our leverage ratio.

•Letter of credit fees range from 2.25% to 3.50% based on our leverage ratio as computed under the credit agreement. The rate can fluctuate quarterly. At December 31, 2023, our letter of credit rate was 2.75%.

•We pay a commitment fee on the unused portion of the senior secured credit facility. The commitment fee on the unused committed amount will range from 0.30% to 0.50% per annum depending on our leverage ratio. At December 31, 2023, our commitment fee rate on the unused committed amount was 0.50%.

•We have the ability to increase the aggregate size of the senior secured credit facility by an additional $200 million subject to lender consent and certain other customary conditions.

At December 31, 2023, we had $298.3 million borrowed under our senior secured credit facility, with $19.3 million of the borrowed amount designated as a loan under the inventory sublimit. Our credit agreement allows up to $100.0 million of the capacity to be used for letters of credit, of which $4.5 million was outstanding at December 31, 2023. Due to the revolving nature of loans under our senior secured credit facility, additional borrowings and periodic repayments and re-borrowings may be made until the maturity date of our credit agreement. The total amount available for borrowings under our senior secured credit facility at December 31, 2023 was $547.2 million, subject to compliance with our covenants. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.

Alkali Senior Secured Notes Issuance and Related Transactions

On May 17, 2022, Genesis Energy, L.P., through its newly created wholly-owned unrestricted subsidiary, GA ORRI, LLC (“GA ORRI”), issued $425 million principal amount of our 5.875% senior secured notes due 2042 (the “Alkali senior secured notes”) to certain institutional investors (the “Notes Offering”), secured by GA ORRI’s fifty-year 10% limited term overriding royalty interest in substantially all of the Alkali Business’ trona mineral leases (the “ORRI Interests”). Interest payments are due on the last day of each quarter with the initial interest payment made on June 30, 2022. The agreement governing the Alkali senior secured notes also requires principal repayments on the last day of each quarter commencing with the first quarter of 2024. Principal repayments totaling $11.6 million, $13.1 million, $14.2 million, $14.6 million, and $15.7 million are due in 2024, 2025, 2026, 2027 and 2028 respectively, with the remaining quarterly principal repayments due thereafter through March 31, 2042. We are required to maintain a certain level of cash in a liquidity reserve account (owned by GA ORRI) to be held as collateral for future interest and principal payments as calculated and described in the agreement governing the Alkali senior secured notes. As of December 31, 2023 our liquidity reserve account had a balance of $18.8 million, which is classified as “Restricted cash” on the Consolidated Balance Sheets. The issuance generated net proceeds of $408 million, net of the issuance discount of $17 million. We used a portion of the net proceeds from the issuance to fully redeem the outstanding Alkali Holdings preferred units (as defined and further discussed in Note 12) and utilized the remainder to repay a portion of the outstanding borrowings under our senior secured credit facility as well as fund our liquidity reserve account.

Additionally, on May 17, 2022, we entered into an amendment to our old credit agreement. This amendment also designated GA ORRI and its direct parent, GA ORRI Holdings, LLC (“GA ORRI Holdings”), as unrestricted subsidiaries under our old credit agreement. We also designated GA ORRI and GA ORRI Holdings as unrestricted subsidiaries under the indentures governing our senior unsecured notes. On May 17, we also reclassified the subsidiaries originally held by our Alkali Business as restricted subsidiaries under our old credit agreement and under the indentures governing our senior unsecured notes.

Senior Unsecured Notes

On May 15, 2014, we issued $350 million in aggregate principal amount of 5.625% senior unsecured notes due June 15, 2024 (the “2024 Notes”). On January 24, 2023, approximately $316 million of these notes were validly tendered and repaid upon the issuance of our $500 million senior unsecured notes due in 2030 (the “2030 Notes” as defined and further discussed below). On January 26, 2023, we issued a notice of redemption for the remaining principal of approximately $25 million of the 2024 Notes in accordance with the terms and conditions of the indenture governing the notes, and discharged the indebtedness with respect to the 2024 Notes on February 14, 2023. We incurred a loss of $1.8 million on the tender and redemption of the 2024 Notes, inclusive of our transactions costs and write-off of the related unamortized debt issuance costs, which is recorded as “Other expense, net” in our Consolidated Statement of Operations for the year ended December 31, 2023.

On August 14, 2017, we issued $550 million in aggregate principal amount of 6.50% senior unsecured notes due October 1, 2025 (the “2025 Notes”). On December 7, 2023, approximately $514 million of these notes were validly tendered and repaid upon the issuance of our $600 million senior unsecured notes due in 2029 (the “2029 Notes” as defined and further discussed below). On December 8, 2023, we issued a notice of redemption for the remaining principal of approximately $21 million of our 2025 Notes, and discharged the indebtedness with respect to the 2025 Notes on December 28, 2023 by depositing the redemption amount with the trustee of the 2025 Notes, all in accordance with the terms and conditions of the indenture governing the 2025 Notes. We incurred a loss of $2.8 million on the tender and redemption of the 2025 Notes, inclusive of our transactions costs and write-off of the related unamortized debt issuance costs, which is recorded as “Other expense, net” in our Consolidated Statement of Operations for the year ended December 31, 2023.

On December 11, 2017, we issued $450 million in aggregate principal amount of 6.25% senior unsecured notes due May 15, 2026 (the “2026 Notes”). Interest payments are due May 15 and November 15 of each year with the initial interest payment due May 15, 2018. That issuance generated net proceeds of approximately $442 million, net of issuance costs incurred. We used approximately $205 million of the net proceeds to redeem the portion of the 5.75% senior unsecured notes due February 15, 2021 that were validly tendered and the remaining net proceeds to repay a portion of the borrowings outstanding under our senior secured credit facility.

On January 16, 2020, we issued $750 million in aggregate principal amount of our 7.75% senior unsecured notes due February 1, 2028 (the “2028 Notes”). Interest payments are due February 1 and August 1 of each year with the initial interest payment due on August 1, 2020. That issuance generated net proceeds of approximately $737 million net of issuance costs incurred. We used approximately $555 million of the net proceeds to redeem a portion of our 6.75% senior unsecured notes due August 1, 2022 (including principal, accrued interest and tender premium) that were validly tendered, and the remaining net proceeds were used to repay a portion of the borrowings outstanding under our senior secured credit facility.

On December 17, 2020, we issued $750 million in aggregate principal amount of our 8.00% senior unsecured notes due January 15, 2027 (the “2027 Notes”). Interest payments are due January 15 and July 15 of each year with the initial interest payment due on July 15, 2021. That issuance generated net proceeds of approximately $737 million net of issuance costs incurred. We used approximately $317 million of the net proceeds to repay the portion of the 6.00% 2023 Notes (including principal, accrued interest and tender premium) that were validly tendered, and the remaining proceeds at the time were used to repay a portion of the borrowings outstanding under our senior secured credit facility.

On April 22, 2021, we completed our offering of an additional $250 million in aggregate principal amount of the 2027 Notes. The additional $250 million of notes have identical terms as (other than with respect to the issue price) and constitute part of the same series of the 2027 Notes. The $250 million of the 2027 Notes were issued at a premium of 103.75% plus accrued interest from December 17, 2020. We used the net proceeds from the offering for general partnership purposes, including repaying a portion of the borrowings outstanding under our senior secured credit facility.

On January 25, 2023, we issued $500 million in aggregate principal amount of 8.875% senior unsecured notes due April 15, 2030 (the “2030 Notes”). Interest payments are due April 15 and October 15 of each year with the initial interest payment due on October 15, 2023. The issuance generated proceeds of approximately $491 million, net of issuance costs incurred. The net proceeds were used to purchase approximately $316 million of our existing 5.625% senior unsecured notes due June 15, 2024 (the “2024 Notes”), and pay the related accrued interest and tender premium and fees on those notes that were tendered in the tender offer that ended January 24, 2023, and the remaining proceeds at the time were used to repay a portion of the borrowings outstanding under our senior secured credit facility and for general partnership purposes. On January 26, 2023, we issued a notice of redemption for the remaining principal of approximately $25 million of our 2024 Notes, and discharged the indebtedness with respect to the 2024 Notes on February 14, 2023 by depositing the redemption amount with the trustee of the 2024 Notes for redemption of the 2024 Notes on February 25, 2023, all in accordance with the terms and conditions of the indenture governing the 2024 Notes.

On December 7, 2023, we issued $600 million in aggregate principal amount of our 8.25% senior unsecured notes due January 15, 2029 (the “2029 Notes). Interest payments are due January 15 and July 15 of each year with the initial interest payment due on July 15, 2024. The issuance of our 2029 Notes generated net proceeds of approximately $583 million, net of the discount of $6.2 million and issuance costs incurred. The net proceeds were used to purchase approximately $514 million of approximately $535 million then outstanding on our 2025 Notes and pay the related accrued interest and tender premium and fees on those notes that were tendered in the tender offer that ended December 6, 2023. On December 8, 2023 we issued a notice of redemption for the remaining principal of approximately $21 million of our 2025 Notes, and discharged the indenture governing the 2025 Notes as to all 2025 Notes issued thereunder on December 28, 2023 by depositing the redemption amount in trust with the trustee of the 2025 Notes for redemption of the 2025 Notes, all in accordance with the terms and conditions of the indenture governing the 2025 Notes.

We have the right to redeem each of our series of notes beginning on specified dates as summarized below, at a premium to the face amount of such notes that varies based on the time remaining to maturity on such notes. Additionally, we may redeem up to 35% of the principal amount of each of our series of notes with the proceeds from an equity offering of our common units during certain periods. A summary of the applicable redemption periods is provided in the table below:    

	2026 Notes	2027 Notes	2028 Notes	2029 Notes	2030 Notes
Redemption right beginning on	February 15, 2021	January 15, 2024	February 1, 2023	January 15, 2026	April 15, 2026
Redemption of up to 35% of the principal amount of notes with the proceeds of an equity offering permitted prior to	N/A	N/A	N/A	January 15, 2026	April 15, 2026

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During the year ended December 31, 2022, we repurchased $80.9 million of our senior unsecured notes on the open market and recorded cancellation of debt income of $8.6 million. This is recorded within “Other expense, net” in our Consolidated Statements of Operations.

Guarantees of our 2026, 2027, 2028, 2029 and 2030 Notes will be released under certain circumstances, including (i) in connection with any sale or other disposition of (a) all or substantially all of the properties or assets of a guarantor (including by way of merger or consolidation) or (b) all of the capital stock of such guarantor, in each case, to a person that is not a restricted subsidiary of the partnership (ii) if the partnership designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) upon legal defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture, (iv) upon the liquidation or dissolution of such guarantor, or (v) at such time as such guarantor ceases to guarantee any other indebtedness of either of the issuers and any other guarantor.

Our $3.1 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by all of Genesis Energy, L.P.'s current and future 100% owned domestic subsidiaries (the “Guarantor Subsidiaries”), except GA ORRI and GA ORRI Holdings, and certain other subsidiaries. The non-guarantor subsidiaries are indirectly owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets, other than the ORRI Interests, that we use to operate our business. As a general rule, the assets and credit of our unrestricted subsidiaries are not available to satisfy the debts of Genesis Energy, L.P., Genesis Energy Finance Corporation or the Guarantor Subsidiaries, and the liabilities of our unrestricted subsidiaries do not constitute obligations of Genesis Energy, L.P., Genesis Energy Finance Corporation or the Guarantor Subsidiaries.

Covenants and Compliance

Our credit agreement contains customary covenants (affirmative, negative and financial) that could limit the manner in which we may conduct our business. As defined in our credit agreement, we are required to meet three primary financial metrics—a maximum consolidated leverage ratio, a maximum consolidated senior secured leverage ratio and a minimum consolidated interest coverage ratio. Our credit agreement provides for the temporary inclusion of certain pro forma adjustments to the calculations of the required ratios following material transactions. In general, our consolidated leverage ratio calculation compares our consolidated funded debt (including outstanding notes we have issued) to our Adjusted Consolidated EBITDA (as defined and adjusted in accordance with the credit agreement). Our consolidated senior secured leverage ratio calculation compares our consolidated senior secured funded debt (including outstanding borrowings on the senior secured credit facility) to our Adjusted Consolidated EBITDA (as defined and adjusted in accordance with the credit agreement), and our minimum consolidated interest coverage ratio compares our Adjusted Consolidated EBITDA (as defined and adjusted in accordance with the credit agreement) to our Consolidated interest expense (as defined and adjusted in accordance with the credit agreement). As of December 31, 2023, under our credit agreement, the permitted maximum consolidated leverage ratio is 5.50x for the remainder of the term. The permitted maximum consolidated senior secured leverage ratio is 2.50x and the minimum consolidated interest coverage ratio is 2.50x for the remaining term of the credit agreement.

In addition, our credit agreement and the indentures governing the senior unsecured notes contain cross-default provisions. Our credit documents prohibit distributions on, or purchases or redemptions of, units if any default or event of default is continuing. In addition, those agreements contain various covenants limiting our ability to, among other things:

•incur indebtedness if certain financial ratios are not maintained;

•grant liens;

•engage in sale-leaseback transactions; and

•sell substantially all of our assets or enter into a merger or consolidation.

A default under our credit documents would permit the lenders thereunder to accelerate the maturity of the outstanding debt. As long as we are in compliance with our credit agreement, our ability to make distributions of “available cash” is not restricted. As of December 31, 2023, we were in compliance with the financial covenants contained in our credit agreement and indentures.