================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 12, 2005
(DECEMBER 7, 2005)
----------
GENESIS ENERGY, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
----------
DELAWARE 1-12295 76-0513049
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 DALLAS, SUITE 2500
HOUSTON, TEXAS 77002
(Address of Principal Executive (Zip Code)
Offices)
(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 7, 2005, Genesis Energy, L.P. ("GELP", "we" or "us") entered
into an Underwriting Agreement (the "Underwriting Agreement") among us, Genesis
Crude Oil, L.P. and A.G. Edwards & Sons, Inc., as representative of the
underwriters named in the Underwriting Agreement, in connection with our public
offering of common units representing limited partner interests.
The Underwriting Agreement provides for, among other things, the sale by us
of an aggregate of 3,600,000 common units to the underwriters for sale to the
public. In addition, the underwriters have a 30-day option to buy up to an
additional 540,000 common units from us to cover over-allotments, if any.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is
incorporated herein by reference. The description of the Underwriting Agreement
contained herein is qualified in its entirety by the full text of such exhibit.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following materials are filed as exhibits to this Current Report on
Form 8-K.
1.1 Underwriting Agreement dated December 7, 2005 among Genesis Energy, L.P.,
Genesis Crude Oil, L.P. and A.G. Edwards & Sons, Inc., as representative of
the several underwriters named therein
5.1 Opinion of Akin Gump Strauss Hauer & Feld LLP with respect to the legality
of the common units
23.1 Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1)
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.
GENESIS ENERGY, L.P.
(A DELAWARE LIMITED PARTNERSHIP)
Date: December 12, 2005 By: GENESIS ENERGY, INC.,
as General Partner
By: /s/ Ross A. Benavides
------------------------------------
Ross A. Benavides
Chief Financial Officer
EXHIBIT INDEX
1.1 Underwriting Agreement dated December 7, 2005 among Genesis Energy, L.P.,
Genesis Crude Oil, L.P. and A.G. Edwards & Sons, Inc., as representative of
the several underwriters named therein
5.1 Opinion of Akin Gump Strauss Hauer & Feld LLP with respect to the legality
of the common units
23.1 Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1)