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): October 19, 2007 (October 15,
2007)
GENESIS
ENERGY, L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
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1-12295
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76-0513049
|
|
(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
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500
Dallas, Suite 2500, Houston, Texas
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77002
|
|
(Address
of principal executive offices)
|
(Zip
Code)
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(713)
860-2500
(Registrant's
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:
___
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
___
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240-14a-12)
___
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240-14d-2(b))
___
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240-13e-4(c)
Item
1.01. Entry into a Material Definitive Agreement
On
October 15, 2007, Genesis Energy, L.P. executed amendments to agreements
previously entered into with several entities owned and controlled by the
Davison family of Ruston, Louisiana in connection with the completion of our
acquisition (directly and through the acquisition of certain equity interests)
of their energy-related businesses on July 25, 2007. These amendments were
as
follows:
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·
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Amendment
No. 2 to Contribution and Sale
Agreement.
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·
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Amendment
No. 1 to Unitholder Rights
Agreement.
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We
entered into these amendments to extend the latest possible day by which we
are
required to call a special meeting of our unitholders from no later than 120
days after July 25, 2007 to no later than 150 days after July 25, 2007. We
previously agreed to use our commercially reasonable efforts to solicit
unitholder approval of an amendment to our partnership agreement that would
allow the Davison unitholders (who together hold approximately 47.5% of our
oustanding common units) to vote on all matters on which holders of our voting
units have a right to vote, other than matters related to the succession,
election, removal, withdrawal, replacement or substitution of our general
partner. Currently our partnership agreement prohibits voting by unitholders
beneficially owning more than 20% of our outstanding units on the record date
for determining which unitholders have a right to vote.
Copies
of
these amendments are included as exhibits to this Form 8-K.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
The
following materials are filed as exhibits to this Current Report on Form
8-K.
Exhibits
.
10.1
Amendment
No. 2 to the Contribution and Sale Agreement dated October 15, 2007
10.2
Amendment
No. 1 to the Unitholder Rights Agreement dated October 15, 2007
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 thereunto
duly authorized.
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|
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GENESIS
ENERGY, L.P.
(A
Delaware Limited Partnership)
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|
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By:
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GENESIS
ENERGY, INC., as General Partner
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|
Date:
October 19, 2007
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By:
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Ross
A. Benavides
Chief
Financial Officer
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AMENDMENT
NO. 2
TO
CONTRIBUTION
AND SALE AGREEMENT
THIS
AMENDMENT NO. 2 TO CONTRIBUTION AND SALE AGREEMENT
(this
“
Amendment
”)
is
made as of October 15, 2007 by and among Genesis Energy, L.P., a Delaware
limited partnership (the “
Buyer
”),
on
the one hand, and Davison Petroleum Products, L.L.C., a Louisiana limited
liability company, Davison Transport, Inc., a Louisiana corporation, Transport
Company, an Arkansas corporation, Davison Terminal Service, Inc., a Louisiana
corporation, Sunshine Oil and Storage, Inc., a Louisiana corporation, T&T
Chemical, Inc., an Arkansas corporation, Fuel Masters, LLC, a Texas limited
liability company, TDC, L.L.C., a Louisiana limited liability company, and
Red
River Terminals, L.L.C., a Louisiana limited liability company (each a
“
Seller
”,
and
collectively, the “
Sellers
”),
on
the other hand. The Buyer and the Sellers are, collectively, the “
Parties
”.
Any
capitalized term used, but not defined, in this Amendment shall have the meaning
given such term in the Agreement (defined below).
INTRODUCTION
A.
The
Parties entered into the Contribution and Sale Agreement
dated
as
of April 25, 2007, as amended by Amendment No. 1 to Contribution and Sale
Agreement dated as of July 25, 2007 (as amended and in effect immediately prior
to the date of this Amendment, the “
Agreement
”).
B.
The
Parties desire to
amend
the
Agreement as set forth in this Amendment.
In
consideration of the premises, the representations and warranties, and the
mutual promises made in this Amendment and the Agreement, the Parties agree
as
follows:
|
1.
|
Amendment
.
Section 6(h) of the Agreement is hereby amended by restating the
parenthetical “(and in no event more than 120 days after Closing)” in the
third line thereof as follows: “(and in no event more than 150
days
after Closing)”.
|
|
2.
|
Entire
Agreement
.
This Amendment constitutes the entire agreement and understanding
of the
Parties with respect to its subject matter and supersedes all oral
communication and prior writings (except as otherwise provided herein)
with respect thereto.
|
|
3.
|
Amendments
.
No amendment, modification or waiver in respect of this Amendment
will be
effective unless in writing (including a writing evidenced by a facsimile
transmission) and executed by each of the
Parties.
|
|
4.
|
Counterparts
.
This Amendment may be executed and delivered in counterparts (including
by
facsimile transmission), each of which will be deemed an original.
All
signatures need not be on one
counterpart.
|
|
5.
|
Governing
Law
.
This Amendment will be governed by and construed in accordance
with the
law of the State of Delaware
(without
reference to choice of law
doctrine).
|
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2 to be
duly
executed as of the date first above written.
BUYER:
GENESIS
ENERGY, L.P.
By:
Genesis Energy, Inc., its sole general partner
By:
__/s/
Grant E. Sims__________
Name:
Grant E. Sims
Title:
Chief
Executive Officer
SELLER
S:
DAVISON
PETROLEUM PRODUCTS, L.L.C.
By:
__
/s/
Steven K. Davison
_______
Name:
Steven K.
Davison
Title:
Manager
DAVISON
TRANSPORT,
INC.
By:
/s/
James E. Davison, Jr._
Name:
James E.
Davison, Jr.
Title:
President
TRANSPORT
COMPANY
By:
__
/s/
Steven K. Davison
_______
Name:
Steven K.
Davison
Title:
President
DAVISON
TERMINAL SERVICE,
INC.
By:
/s/
James E. Davison, Jr._
Name:
James E.
Davison, Jr.
Title:
President
SUNSHINE
OIL AND STORAGE, INC
.
By:
_
/s/
James E. Davison_
____
Name:
James E.
Davison
Title:
President
T&T
CHEMICAL,
INC.
By:
/s/
James E. Davison, Jr._
Name:
James E.
Davison, Jr.
Title:
President
FUEL
MASTERS, LLC
By:
_/s/
Ross A. Benavides______
Name:
Ross A.
Benavides
Title:
Chief
Financial Officer
TDC,
L.L.C.
By:
_/s/
Ross A. Benavides______
Name:
Ross A.
Benavides
Title:
Chief
Financial Officer
RED
RIVER TERMINALS, L.L.C.
By:
_/s/
Ross A. Benavides______
Name:
Ross A.
Benavides
Title:
Chief
Financial Officer
AMENDMENT
NO. 1
TO
UNITHOLDER
RIGHTS AGREEMENT
THIS
AMENDMENT NO. 1 TO
UNITHOLDER
RIGHTS
AGREEMENT
(this
“
Amendment
”)
is
made as of October 15, 2007 by and among Genesis Energy, L.P., a Delaware
limited partnership (the “
Partnership
”),
Davison Petroleum Products, L.L.C., a Louisiana limited liability company,
Davison Transport, Inc., a Louisiana corporation, Transport Company, an Arkansas
corporation, Davison Terminal Service, Inc., a Louisiana corporation, and
Sunshine Oil and Storage, Inc., a Louisiana corporation (each a “
Unitholder
”
and
collectively the “
Unitholders
”),
Genesis Energy, Inc., a Delaware corporation (the “
Company
”),
and
Denbury Gathering & Marketing, Inc., a Delaware corporation (the
“
GP
Stockholder
”).
The
Partnership, the Unitholders, the Company and the GP Stockholder are,
collectively, the “
Parties
”.
Any
capitalized term used, but not defined, in this Amendment shall have the meaning
given such term in the Agreement (defined below).
INTRODUCTION
A.
The
Parties entered into the Unitholder Rights Agreement
dated
as
of July 25, 2007, (as in effect immediately prior to the date of this Amendment,
the “
Agreement
”).
B.
The
Parties desire to
amend
the
Agreement as set forth in this Amendment.
In
consideration of the premises, the representations and warranties, and the
mutual promises made in this Amendment and the Agreement, the Parties agree
as
follows:
|
1.
|
Amendment
.
Section 3.1 of the Agreement is hereby amended by restating the
parenthetical “(and in no event more than 120 days after Closing)” in the
fourth line thereof as follows: “(and in no event more than
150
days
after Closing)”.
|
|
2.
|
Entire
Agreement
.
This Amendment constitutes the entire agreement and understanding
of the
Parties with respect to its subject matter and supersedes all oral
communication and prior writings (except as otherwise provided herein)
with respect thereto.
|
|
3.
|
Amendments
.
No amendment, modification or waiver in respect of this Amendment
will be
effective unless in writing (including a writing evidenced by a facsimile
transmission) and executed by each of the
Parties.
|
|
4.
|
Counterparts
.
This Amendment may be executed and delivered in counterparts (including
by
facsimile transmission), each of which will be deemed an original.
All
signatures need not be on one
counterpart.
|
|
5.
|
Governing
Law
.
This Amendment will be governed by and construed in accordance with
the
law of the State of Delaware
(without
reference to choice of law
doctrine).
|
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1 to be
duly
executed as of the date first above written.
UNITHOLDERS
:
|
|
|
DAVISON
PETROLEUM PRODUCTS, L.L.C.
|
By:
__
/s/
Steven K. Davison
_______
Name:
Steven K. Davison
Title:
Manager
DAVISON
TRANSPORT,
INC.
By:
__
/s/
James E. Davison, Jr._
_____
Name:
James E. Davison, Jr.
Title:
President
By:
__
/s/
Steven K. Davison
_______
Name:
Steven K. Davison
Title:
President
DAVISON
TERMINAL SERVICE,
INC.
|
|
|
By:
/s/
James E. Davison, Jr._
|
Name:
James E. Davison, Jr.
Title:
President
|
|
|
SUNSHINE
OIL AND STORAGE, INC
.
|
By:
_
/s/
James E. Davison_
____
Name:
James E. Davison
Title:
President
GENESIS
ENERGY, INC.
By:
_/s/
Ross A. Benavides______
Name:
Ross A. Benavides
Title:
Chief
Financial Officer
PARTNERSHIP
:
GENESIS
ENERGY,
L.P.
By:
Genesis Energy, Inc., its sole general partner
By:
__/s/
Grant E. Sims__________
Name:
Grant E. Sims
Title:
Chief Executive Officer
GP
STOCKHOLDER:
DENBURY
GATHERING &
MARKETING, INC.
By:
____/s/
Mark Allen
_______________________
Name:
Mark Allen
Title:
Vice
President and Chief Accounting Officer