GEL Genesis Energy LP

Item 1.01. Entry into a Material Definitive Agreement

As previously reported in a Current Report on Form 8-K, on August 7, 2017, Genesis Energy, L.P. (“ Genesis ”), Genesis Energy Finance Corporation (together with Genesis, the “ Issuers ”) and certain subsidiary guarantors entered into an Underwriting Agreement (the “ Underwriting Agreement ”) with Wells Fargo Securities LLC, as representative of a group of underwriters named in the Underwriting Agreement, pursuant to which the Issuers agreed to sell $550 million in aggregate principal amount of 6.50% senior unsecured notes due 2025 (the “ Notes ”), guaranteed by certain subsidiary guarantors of Genesis (the “ Guarantees ” and, together with the Notes, the “ Securities ”). The offering closed on August 14, 2017.

The terms of the notes are governed by an Indenture (the “ Base Indenture ”) among the Issuers, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee (the “ Trustee ”), dated as of May 21, 2015, as supplemented by the Eighth Supplemental Indenture thereto (the “ Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), dated as of August 14, 2017, among the Issuers, the subsidiary guarantors party thereto, and the Trustee. The Notes are senior unsecured obligations of the Issuers and rank equal in right of payment with all of Genesis’ other existing and future senior unsecured indebtedness, including $350 million aggregate principal amount of the Issuers’ 5.750% senior notes due 2021, $750 million aggregate principal amount of the Issuers’ 6.750% senior notes due 2022, $400 million aggregate principal amount of the Issuers’ 6.000% senior notes due 2023 and $350 million aggregate principal amount of the Issuers’ 5.625% senior notes due 2024. The Guarantees are senior unsecured obligations of the subsidiary guarantors and rank equal in right of payment with the existing and future senior unsecured indebtedness of the subsidiary guarantors. Interest on the Notes will accrue at a rate of 6.50% per year and is payable on April 1 and October 1 of each year, beginning on April 1, 2018. The Notes will mature on October 1, 2025. The terms of the Notes are further described in the Prospectus Supplement dated August 7, 2017, relating to the Securities, filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended.

This summary of the Base Indenture and the Supplemental Indenture is qualified in its entirety by reference to the full text of the Base Indenture, a copy of which is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference, and the Supplemental Indenture, including the form of the Notes, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.