Genesis Energy, L.P. Announces Tender Offer for Up to $490 million Aggregate Principal Amount of Its 7.750% Senior Notes Due 2028
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cash tender offerfinancial
A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.
senior notesfinancial
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
accrued and unpaid interestfinancial
Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.
settlement datefinancial
The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.
redemptionfinancial
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.
indentureregulatory
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Dealer Managerfinancial
A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.
HOUSTON--(BUSINESS WIRE)--
Genesis Energy, L.P. (NYSE: GEL) today announced the commencement of a cash tender offer to purchase up to $490 million (the “Tender Cap”) of the outstanding aggregate principal amount of the 7.750% senior notes due 2028 (the “Notes”) that we co-issued with our subsidiary, Genesis Energy Finance Corporation (such transaction, the “Tender Offer”). As of February 18, 2026, $679,360,000 aggregate principal amount of the Notes were outstanding. The Tender Offer is being made pursuant to the terms and conditions of an offer to purchase, dated as of February 18, 2026 (as may be amended or supplemented from time to time, the “Offer to Purchase”).
Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on March 3, 2026, unless extended (such time and date as the same may be extended the “Early Tender Deadline”), will be eligible to receive a purchase price of $1,001.25 per $1,000 principal amount of Notes tendered, including an early tender payment of $30.00 per $1,000 principal amount of the Notes tendered. Notes validly tendered and not validly withdrawn after the Early Tender Deadline but at or prior to 5:00 p.m., New York City time, on March 18, 2026, unless extended or earlier terminated (such time and date as the same may be extended the “Expiration Time”), will be eligible to receive a purchase price of $971.25 per $1,000 principal amount of Notes tendered. Tendering holders will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date. Settlement for the Notes validly tendered and not validly withdrawn by the Early Tender Deadline is expected to occur on March 5, 2026 and settlement for the Notes validly tendered and not validly withdrawn after the Early Tender Deadline but at or prior to the Expiration Time is expected to occur on March 20, 2026, in each case assuming the Early Tender Deadline and Expiration Time, respectively, are not extended by us and that the Tender Offer is not terminated by us.
The Tender Offer is contingent upon, among other things, the receipt by us after the date hereof of net proceeds from one or more offerings of senior notes by us (the “Financing”) which will provide us with an amount of funds that is sufficient in our reasonable discretion to fund the purchase of all the Notes that would be accepted for payment in the Tender Offer, assuming the Tender Offer was fully subscribed. The Tender Offer is not conditioned on any minimum amount of Notes being tendered. We may amend, extend or terminate the Tender Offer in our sole discretion, subject to applicable law. We expressly reserve the right, in our sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Time. We will not be required to purchase any of the Notes tendered unless certain conditions have been satisfied.
We currently intend to call for redemption any of the Notes that remain outstanding following the consummation or termination of the Tender Offer in accordance with the terms and conditions of the indenture governing the Notes. Notwithstanding the foregoing, we have the right, but not the obligation, to purchase or redeem any of the Notes that remain outstanding after the Tender Offer; and, in the case of redemption, the selection of any particular redemption date is in our discretion. Assuming none of the currently outstanding Notes are repurchased by us pursuant to the Tender Offer, the aggregate redemption price for all of the Notes called for redemption would be approximately $679.4 million, plus accrued and unpaid interest.
The Tender Offer is not conditioned on the closing of the redemption, and we cannot assure you that we will redeem the Notes. This press release does not constitute a notice of redemption under the indenture governing the Notes. Any redemption of the Notes would be made only by and pursuant to the terms of the applicable notice of redemption and the indenture governing the Notes.
Subject to certain exceptions, tendered Notes can only be withdrawn before 5:00 p.m., New York City time, on the Early Tender Deadline, unless extended (such time and date as the same may be extended the “Withdrawal Deadline”). Following the Withdrawal Deadline, holders who have tendered their Notes may not withdraw such Notes unless we are required to extend withdrawal rights under applicable law.
In connection with the Tender Offer, we have retained BofA Securities, Inc. as the Dealer Manager. Questions regarding the Tender Offer should be directed to BofA Securities, Inc. by calling collect at 980-388-3378 or toll free at 888-292-0070. Requests for copies of the Offer to Purchase and related documents should be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the Tender Offer, at (800) 817-5468 (toll free).
This press release is not an offer to purchase or a solicitation of an offer to sell with respect to any Notes or any other securities. Any offer to purchase the Notes will be made by means of an Offer to Purchase. No offer to purchase will be made in any jurisdiction in which such an offer to purchase would be unlawful. In addition, nothing contained herein constitutes a notice of redemption of the Notes. No recommendation is made as to whether holders of the Notes should tender their Notes.
This press release includes forward-looking statements as defined under federal law. Although we believe that our expectations are based upon reasonable assumptions, no assurance can be given that our goals will be achieved, including statements related to the Tender Offer. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are publicly available on our website at https://www.genesisenergy.com/. Actual results may vary materially. We undertake no obligation to publicly update or revise any forward- looking statement.
About Genesis Energy, L.P.
Genesis Energy, L.P. is a diversified midstream energy master limited partnership headquartered in Houston, Texas. Genesis’ operations include offshore pipeline transportation, marine transportation and onshore transportation and services. Genesis’ operations are primarily located in the Gulf Coast region of the United States and the Gulf of America.
