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): December 11, 2007 (December 6,
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)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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500
Dallas, Suite 2500, 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
(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
December 6, 2007, Genesis Energy, L.P. executed a second amendment to the
Registration Rights Agreement 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.
The
second amendment extends the number of days that we have to file a “shelf”
registration statement with the Securities and Exchange Commission for the
resale of our common units issued to the Davison entities in connection with
the
acquisition from no later than 135 days after July 25, 2007 to April 15, 2008.
A
copy of
the amendment is included as an exhibit to this Form 8-K.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
10.1
Amendment
No. 2 to the Registration Rights Agreement dated December 6, 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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GENESIS
ENERGY, L.P.
(A
Delaware Limited Partnership)
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By:
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GENESIS
ENERGY, INC., as General Partner
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Date:
December 11, 2007
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By:
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Ross
A. Benavides
Chief
Financial Officer
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EXHIBIT
99.1
AMENDMENT
NO. 2
TO
REGISTRATION
RIGHTS AGREEMENT
THIS
AMENDMENT NO. 2 TO
REGISTRATION
RIGHTS
AGREEMENT
(this
“
Amendment
”)
is
made as of December 6, 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
”).
The
Partnership and the Unitholders 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 Registration Rights Agreement
dated
as
of July 25, 2007, as amended by that certain Amendment No. 1 dated November
16,
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:
(A)
Section
2(a) of the Agreement is hereby amended by restating the first sentence thereof
as follows: “On or before 5:00 p.m.(CST) on April 15, 2008
,
the
Partnership shall file with the Commission a Shelf Registration Statement
providing for the resale of Registrable Securities.”.
(B)
Section
2(b) of the Agreement is hereby amended by restating the first sentence thereof
as follows: “Subject to the provisions of this
Section
2
,
the
Partnership shall use its Best Efforts to cause the Shelf Registration Statement
to be declared effective prior to 5:00 p.m. (CST) on June 16, 2008 (the
“
Effectiveness
Target Date
”)
and
shall use its Best Efforts to keep such Shelf Registration Statement
continuously effective, supplemented and amended to the extent necessary to
assure that it is available for resale of the Registrable Securities by the
Holders and that it conforms in all material respects with the requirements
the
Act, in each case during the entire period beginning on the first date such
Shelf Registration Statement shall first be declared effective under the Act
and
ending on the first date on which there are no Registrable Securities;
provided,
however
,
that
the Partnership shall have the option to continue to make the Shelf Registration
Statement available to the Holders after such date in lieu of filing a Demand
Registration Statement.”
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2.
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Entire
Agreement
.
This Amendment constitutes the entire agreement and
understanding
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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.
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3.
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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.
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4.
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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.
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5.
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Governing
Law
.
This Amendment will be governed by and construed in accordance with
the
law of the State of Texas
(without
reference to choice of law
doctrine).
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[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.
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
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
PARTNERSHIP:
Genesis
Energy, L.P.
By:
Genesis Energy, Inc., its sole general partner
By:
____
/s/
Ross A. Benavides
___
Name:
Ross A. Benavides
Title:
Chief Financial Officer