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 December 4, 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 Citigroup Global Markets Inc., as representative of a group of underwriters named in the Underwriting Agreement, pursuant to which the Issuers agreed to sell $450 million in aggregate principal amount of 6.250% senior unsecured notes due 2026 (the “ Notes ”), guaranteed by certain subsidiary guarantors of Genesis (the “ Guarantees ” and, together with the Notes, the “ Securities ”). The offering closed on December 11, 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 Eleventh Supplemental Indenture thereto (the “ Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), dated as of December 11, 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 (the “ 2021 Notes ”), $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, $350 million aggregate principal amount of the Issuers’ 5.625% senior notes due 2024 and $550 million aggregate principal amount of the Issuers’ 6.50% senior notes due 2025. 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 6.250% per year and is payable on May 15 and November 15 of each year, beginning on May 15, 2018. The Notes will mature on May 15, 2026. The terms of the Notes are further described in the Prospectus Supplement dated December 4, 2017, relating to the Securities, filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “ Securities Act ”).

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.