Item 1.01. Entry into a Material Definitive Agreement.
On September 1, 2017, Genesis Energy, L.P. (
Genesis
) completed the closing of the transactions contemplated by
the stock purchase agreement dated August 2, 2017 (the
Acquisition Purchase Agreement
) among Genesis, Tronox US Holdings, Tronox Alkali Corporation (
Alkali
) and, for the purposes set
forth therein, Tronox Limited (
Tronox
). At the closing, Genesis purchased Tronoxs trona and trona-based exploring, mining, processing, producing, marketing and selling business through the acquisition of 100% of the
equity interests in Alkali, a subsidiary of Tronox, for approximately $1.325 billion in cash. We refer to the acquisition as the
Alkali Business Acquisition
.
As part of the financing for the Alkali Business Acquisition, on September 1, 2017, pursuant to that certain Class A Convertible
Preferred Unit Purchase Agreement dated August 2, 2017 (the
Preferred Unit Purchase Agreement
) among Genesis and investment vehicles affiliated with KKR Global Infrastructure Investors II, L.P. and GSO Capital
Partners LP (collectively, the
Purchasers
), Genesis sold and the Purchasers purchased in a private placement approximately $750 million of 22,249,494 Class A Convertible Preferred Units
(the
Preferred Units
) for a cash purchase price per Preferred Unit equal to $33.71 (the
Preferred Unit Sale
).
Registration Rights Agreement
In
connection with the closing of the Alkali Business Acquisition and pursuant to the Preferred Unit Purchase Agreement, on September 1, 2017, Genesis entered into a Registration Rights Agreement (the
Registration Rights
Agreement
) with the Purchasers relating to the registered resale of (i) common units representing limited partner interests in Genesis (
Common Units
) issuable upon conversion of the Preferred Units and
(ii) the Preferred Units. Pursuant to the Registration Rights Agreement, with respect to Common Units, Genesis has agreed to use its commercially reasonable efforts to (i) prepare and file a registration statement under the Securities Act
of 1933, as amended (the
Securities Act
) (the
Common Unit Registration Statement
) and (ii) cause the Common Unit Registration Statement to be declared effective no later than
September 1, 2019.
Also, pursuant to the Registration Rights Agreement, under certain limited circumstances, the Purchasers have the
option, by providing written notice to Genesis (a
Preferred Unit Registration Statement Notice
), to require Genesis to prepare and file a registration statement under the Securities Act (the
Preferred
Unit Registration Statement
) to permit the resale of the Preferred Units. Subject to certain limitations outlined in the Registration Rights Agreement, following receipt of a Preferred Unit Registration Statement Notice, Genesis will
use commercially reasonable efforts to (i) prepare and file the Preferred Unit Registration Statement and (ii) cause the Preferred Unit Registration Statement to be declared effective no later than the later of (x) September 1, 2018
and (y) 180 days following Genesis receipt of a Preferred Unit Registration Statement Notice.
In certain circumstances, the
Purchasers will have piggyback registration rights as described in the Registration Rights Agreement.
The foregoing description of the
Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Board Observers Agreement
In connection with the closing of the Alkali Business Acquisition and pursuant to the Preferred Unit Purchase Agreement, on September 1,
2017, Genesis and its general partner (the
General Partner
), entered into a Board Observers Agreement with the Purchasers (the
Board Observers Agreement
). Pursuant to the Board Observers
Agreement and subject to certain limitations set forth therein, each Purchaser will be permitted to designate an observer to the board of directors of the General Partner for so long as each Purchaser or its affiliates continue to own at least
$200.0 million of the Preferred Units.
The foregoing description of the Board Observers Agreement does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Board Observers Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by
reference.