Filed pursuant to Rule 433
Issuer Free Writing Prospectus dated December 4, 2007
Relating to Preliminary Prospectus Supplement dated November 27, 2007
Registration Statement No. 333-126482
GENESIS ENERGY, L.P.
Pricing Term Sheet and Related Matters
December 4, 2007
8,000,000 Common Units Representing Limited Partner Interests
This free writing prospectus relates only to the securities described below and should be read
together with the preliminary prospectus supplement of Genesis Energy, L.P. (the
Partnership), dated November 27, 2007, relating to the offering of these securities (the
Preliminary Prospectus Supplement), filed with the Securities and Exchange Commission,
pursuant to Rule 424(b)(3), on November 27, 2007 and relating to Registration Statement No.
333-126482.
This free writing prospectus supplements and updates certain information contained in the
Preliminary Prospectus Supplement primarily to reflect an increase in the size of the offering by
1,000,000 common units, an increase in the over-allotment option to be granted to the underwriters
by 150,000 common units, an increase in the number of common units to be offered to the
Partnerships general partner by 79,863 common units, an increase in the number of common units
that may be purchased by the Partnerships general partner to the extent the underwriters exercise
the over-allotment option by 11,979 common units, the pricing of the offering at $22.00 per common
unit and certain related matters.
In the Preliminary Prospectus Supplement, the Partnership proposed to offer 7,000,000 common
units to the public and 559,035 common units to the general partner at an estimated offering price
of $22.52 with an over-allotment option of 1,050,000 common units to be granted to the underwriters
and 83,855 common units to be offered to the Partnerships general partner to the extent the
underwriters exercised the over-allotment option.
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Issuer:
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Genesis Energy, L.P. |
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Symbol:
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American Stock Exchange: GEL |
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Price to Public:
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$22.00 per common unit |
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Common Units Offered:
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8,000,000 common units representing limited partner interests |
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Over-allotment Option:
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Up to 1,200,000 common units representing limited partner
interests |
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Common Units
Outstanding After
this Offering
(Assuming No Exercise
of the
Over-allotment):
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36,957,430 common units representing limited partner
interests |
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Common Units Offered
to the Partnerships
General Partner:
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638,898 common units representing limited partner interests |
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Additional Units
Offered to
Partnerships General
Partner:
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Up to 95,834 common units representing limited partner
interests |
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Net Proceeds:
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Approximately $185.3 million (after deducting underwriting
discounts and estimated offering expenses and assuming no
exercise of the over-allotment option) |
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Trade Date:
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December 5, 2007 |
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Closing Date:
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December 10, 2007 |
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Underwriters:
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UBS Securities LLC
Wachovia Capital Markets, LLC
Goldman, Sachs & Co.
RBC Capital Markets Corporation
Banc of America Securities LLC
Deutsche Bank Securities Inc.
SMH Capital Inc. |
The Partnership will use the net proceeds from this offering for general partnership purposes,
which may include, among other things, temporarily repaying a portion of the indebtedness under its
credit facility and, ultimately, funding a portion of its future growth expenditures.
Based on
the public offering price of $22.00, as of September 30, 2007,
the Partnerships pro forma
capitalization will be as follows:
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As of |
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September 30, 2007 |
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Pro forma |
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(unaudited) |
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(in thousands) |
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Long-term debt |
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$ |
99,679 |
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Partners capital: |
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Common unitholders |
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610,447 |
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General partner |
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11,667 |
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Total partners capital |
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622,114 |
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Total capitalization |
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$ |
721,793 |
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The issuer has filed a preliminary prospectus supplement and a related base prospectus with the SEC
for the offering to which this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the issuer has filed with the SEC for
more complete information about the issuer and this offering. You may get these documents for free
by visiting EDGAR on the SEC Web site at http://www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you the prospectus if
you request it by contacting either UBS Securities LLC at 888-827-7275 or Attention Equity
Syndicate at 212-713-2626, or Wachovia Capital Markets, LLC at equity.syndicate@wachovia.com.