Current Report Filing (8-k)
04 Januar 2018 - 10:32PM
Edgar (US Regulatory)
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): January 4, 2018 (December 31, 2017)
GENESIS ENERGY, L.P.
(Exact name of registrant as specified in its charter)
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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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919 Milam, Suite 2100, 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
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240-14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.03.
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Material Modification to Rights of Security Holders.
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The disclosures under Item 5.03 of
this Current Report on Form
8-K
relating to the Partnership Agreement Amendment are incorporated into this Item 3.03 by reference.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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In connection
with certain changes to the Internal Revenue Code of 1986, as amended from time to time, enacted by the Bipartisan Budget Act of 2015, our general partner entered into an amendment (the
Partnership Agreement Amendment
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to the Fifth Amended and Restated Agreement of Limited Partnership of Genesis Energy, L.P. (
Genesis
), as amended by the First Amendment to Fifth Amended and Restated Agreement of Limited Partnership of Genesis on
December 31, 2017 to address certain changes in the procedures and processes pursuant to which a partnership may be audited and it and/or its partners may be subjected to additional taxes, interest and penalties resulting from any related audit
adjustments.
The foregoing description of the Partnership Agreement Amendment does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Partnership Agreement Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated into this Item 5.03 by
reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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 hereunto 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, LLC, as its sole general partner
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Date: January 4, 2018
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By:
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/s/ Robert V. Deere
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Robert V. Deere
Chief Financial
Officer
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