GENESIS ENERGY LPGEL
GENESIS ENERGY LP Debt Disclosure
Debt
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At December 31, 2025 and 2024, our obligations under debt arrangements consisted of the following:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Principal | Unamortized Discount and Debt Issuance Costs | Net Value | Principal | Unamortized Premium, Discount and Debt Issuance Costs | Net Value | ||||||||||||||||||||||||||||||
Senior secured credit facility(1) | $ | 6,400 | $ | — | $ | 6,400 | $ | 291,000 | $ | — | $ | 291,000 | |||||||||||||||||||||||
8.000% senior unsecured notes due 2027 | — | — | — | 406,245 | 933 | 405,312 | |||||||||||||||||||||||||||||
7.750% senior unsecured notes due 2028 | 679,360 | 3,123 | 676,237 | 679,360 | 4,622 | 674,738 | |||||||||||||||||||||||||||||
8.250% senior unsecured notes due 2029 | 600,000 | 10,690 | 589,310 | 600,000 | 13,993 | 586,007 | |||||||||||||||||||||||||||||
8.875% senior unsecured notes due 2030 | 500,000 | 5,690 | 494,310 | 500,000 | 7,015 | 492,985 | |||||||||||||||||||||||||||||
7.875% senior unsecured notes due 2032 | 700,000 | 9,919 | 690,081 | 700,000 | 11,476 | 688,524 | |||||||||||||||||||||||||||||
8.000% senior unsecured notes due 2033 | 600,000 | 9,523 | 590,477 | 600,000 | 10,706 | 589,294 | |||||||||||||||||||||||||||||
| Total long-term debt | $ | 3,085,760 | $ | 38,945 | $ | 3,046,815 | $ | 3,776,605 | $ | 48,745 | $ | 3,727,860 | |||||||||||||||||||||||
(1) Unamortized debt issuance costs associated with our senior secured credit facility (included in “Other Assets, net of amortization” on the Consolidated Balance Sheets) were $5.4 million and $7.9 million as of December 31, 2025 and 2024, respectively.
Senior Secured Credit Facility
On July 19, 2024, we entered into the Seventh Amended and Restated Credit Agreement (our “credit agreement”) to replace our Sixth Amended and Restated Credit Agreement, which provided for a $900 million senior secured revolving credit facility that matures on September 1, 2028, subject to extension at our request for additional year on up to two occasions and subject to certain conditions, unless more than $150 million of our 7.750% senior unsecured notes due February 1, 2028 (the “2028 Notes”) remain outstanding as of November 2, 2027, the credit agreement matures on such date.
On December 11, 2024, we entered into the First Amendment to the Seventh Amended and Restated Credit Agreement, which resulted in several changes to the credit agreement terms and covenants, as discussed under “Covenants and Compliance” further below.
On February 27, 2025, in connection with the sale of the Alkali Business, we entered into the Second Amendment to the Seventh Amended and Restated Credit Agreement (as amended, the “credit agreement”). This amendment provides for: (i) a reduction from $900 million to $800 million of total borrowing capacity under our senior secured credit facility; (ii) unlimited cash netting against our outstanding debt for purposes of our leverage ratio calculation if our credit facility is undrawn at the end of a reporting period, otherwise a maximum netting of $25 million is allowed; and (iii) an increased permitted investment basket under certain circumstances that will allow us to opportunistically purchase existing private or public securities across our capital structure.
As of December 31, 2025, the key terms for rates under our senior secured credit facility, which are dependent on our leverage ratio (as defined in the credit agreement), are as follows:
•The interest rate on borrowings may be based on an alternate base rate or Term Secured Overnight Financing Rate (“SOFR”), at our option. Interest on alternate base rate loans is equal to the sum of (a) the highest of (i) the prime rate in effect on such day, (ii) the federal funds effective rate in effect on such day plus 0.5% and (iii) the Adjusted Term SOFR (as defined in our credit agreement) for a one-month tenor in effect on such day plus 1% and (b) the applicable margin. The Adjusted Term SOFR is equal to the sum of (a) the Term SOFR rate (as defined in our credit agreement) for such period plus (b) the Term SOFR Adjustment of 0.1% plus (c) the applicable margin. The applicable margin varies from 1.25% to 2.50% on alternate base rate borrowings and from 2.25% to 3.50% on Term SOFR borrowings, depending on our leverage ratio. Our leverage ratio is recalculated quarterly and in connection with each material acquisition. At December 31, 2025, the applicable margins on our borrowings were 2.50% for alternate base rate borrowings and 3.50% for Term SOFR borrowings based on our leverage ratio.
•Letter of credit fees range from 2.25% to 3.50% based on our leverage ratio as computed under the credit agreement. The rate can fluctuate quarterly. At December 31, 2025, our letter of credit rate was 3.50%.
•We pay a commitment fee on the unused portion of the senior secured credit facility. The commitment fee on the unused committed amount will range from 0.30% to 0.50% per annum depending on our leverage ratio. At December 31, 2025, our commitment fee rate on the unused committed amount was 0.50%.
•We have the ability to increase the aggregate size of the senior secured credit facility by an additional $150 million subject to lender consent and certain other customary conditions.
At December 31, 2025, we had $6.4 million borrowed under our senior secured credit facility. Our inventory financing sublimit as of December 31, 2025 was $28.1 million of the maximum inventory sublimit allowed of $200 million. Our credit agreement allows up to $50.0 million of the capacity to be used for letters of credit, of which $5.0 million was outstanding at December 31, 2025. Due to the revolving nature of loans under our senior secured credit facility, additional borrowings and periodic repayments and re-borrowings may be made until the maturity date of our credit agreement. The total amount available for borrowings under our senior secured credit facility at December 31, 2025 was $788.6 million, subject to compliance with our covenants. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.
Senior Unsecured Notes
On January 16, 2020, we issued $750 million in aggregate principal amount of our 2028 Notes. Interest payments are due February 1 and August 1 of each year. That issuance generated net proceeds of approximately $737 million, net of issuance costs incurred. We used approximately $555 million of the net proceeds to redeem a portion of our 6.75% senior unsecured notes due August 1, 2022 (including principal, accrued interest and tender premium) that were validly tendered, and the remaining net proceeds were used to repay a portion of the borrowings outstanding under our senior secured credit facility at that time.
On December 17, 2020, we issued $750 million in aggregate principal amount of our 8.00% senior unsecured notes due January 15, 2027 (the “2027 Notes”). On April 22, 2021, we completed our offering of an additional $250 million in aggregate principal amount of the 2027 Notes. On December 20, 2024, $575 million of our 2027 Notes were validly tendered and repaid upon the issuance of $600 million in aggregate principal amount of our 8.000% senior unsecured notes due May 15, 2033 (the “2033 Notes” as defined and further discussed below). The remaining $406.2 million of principal outstanding on the 2027 Notes was redeemed on April 3, 2025 (as further discussed below).
On January 25, 2023, we issued $500 million in aggregate principal amount of 8.875% senior unsecured notes due April 15, 2030 (the “2030 Notes”). Interest payments are due April 15 and October 15 of each year. The issuance generated proceeds of approximately $491 million, net of issuance costs incurred. The net proceeds were used to purchase approximately $316 million of our existing 5.625% senior unsecured notes due June 15, 2024 (the “2024 Notes”), and pay the related accrued interest and tender premium and fees on those notes that were tendered in the tender offer that ended January 24, 2023, and the remaining proceeds at the time were used to repay a portion of the borrowings outstanding under our senior secured credit facility and for general partnership purposes. We incurred a loss of $1.8 million associated with the tender fee and the write-off of the related unamortized debt issuance costs on our 2024 Notes, which is recorded in “Other expense” in our Consolidated Statement of Operations for the year ended December 31, 2023. On January 26, 2023, we issued a notice of redemption for the remaining principal of approximately $25 million of our 2024 Notes, and discharged the indebtedness with respect to the 2024 Notes on February 14, 2023.
On December 7, 2023, we issued $600 million in aggregate principal amount of our 8.25% senior unsecured notes due January 15, 2029 (the “2029 Notes”). Interest payments are due January 15 and July 15 of each year. The issuance of our 2029 Notes generated net proceeds of approximately $583 million, net of the discount of $6.2 million and issuance costs incurred. The net proceeds were used to purchase approximately $514 million of approximately $535 million then outstanding on our 6.500% senior unsecured notes due October 1, 2025 (the “2025 Notes”) and pay the related accrued interest and tender premium and fees on those notes that were tendered in the tender offer that ended December 6, 2023. On December 8, 2023 we redeemed the remaining principal of approximately $21 million of our 2025 Notes. We incurred a loss of $2.8 million associated with the tender fee and the write-off of the related unamortized debt issuance costs on our 2025 Notes, which is recorded in “Other expense” in our Consolidated Statement of Operations for the year ended December 31, 2023.
On May 9, 2024, we issued $700 million in aggregate principal amount of 7.875% senior unsecured notes due May 15, 2032 (the “2032 Notes”). Interest payments are due May 15 and November 15 of each year. The issuance of our 2032 Notes generated net proceeds of approximately $688 million, net of issuance costs incurred. The net proceeds were used to redeem all of our existing 6.250% senior unsecured notes due May 15, 2026 (the “2026 Notes”), $339.3 million in principal amount of which were outstanding, and pay the related accrued interest. The remaining proceeds were used to repay a portion of the borrowings outstanding under our senior secured credit facility at that time and for general partnership purposes. We incurred a loss of $1.4 million associated with the write-off of the related unamortized debt issuance costs on our 2026 Notes, which is recorded in “Other expense” in our Consolidated Statement of Operations for the year ended December 31, 2024.
On December 19, 2024, we issued $600 million in aggregate principal amount of 8.000% senior unsecured notes due May 15, 2033 (the “2033 Notes”). Interest payments are due May 15 and November 15 of each year. The issuance of our 2033 Notes generated net proceeds of approximately $589 million, net of issuance costs incurred. We used the net proceeds to purchase $575.0 million in principal of our 2027 Notes and pay the accrued interest, tender premium and fees on the notes that were validly tendered. We incurred a loss of $14.0 million associated with the tender fee and the write-off of the related unamortized debt issuance costs and premium on our 2027 Notes, which is recorded in “Other expense” in our Consolidated Statement of Operations for the year ended December 31, 2024.
On April 3, 2025, using a portion of the cash proceeds from the sale of the Alkali Business, we redeemed the remaining $406.2 million of principal outstanding on the 2027 Notes, and paid the related accrued interest and redemption premium on those notes that were redeemed. We incurred a net loss of $8.9 million associated with the redemption premium and the write-off of the related unamortized debt issuance costs and premium on the redeemed 2027 Notes, which is recorded in “Other expense” in our Consolidated Statement of Operations for the year ended December 31, 2025.
We have the right to redeem each of our series of notes beginning on specified dates as summarized below, at a premium to the face amount of such notes that varies based on the time remaining to maturity on such notes. Additionally, we may redeem up to 35% of the principal amount of each of our series of notes with the proceeds from an equity offering of our common units during certain periods. A summary of the applicable redemption periods is provided in the table below:
| 2028 Notes | 2029 Notes | 2030 Notes | 2032 Notes | 2033 Notes | ||||||||||||||||||||||||||||
| Redemption right beginning on | February 1, 2023 | January 15, 2026 | April 15, 2026 | May 15, 2027 | May 15, 2028 | |||||||||||||||||||||||||||
Redemption of up to 35% of the principal amount of notes with the proceeds of an equity offering permitted prior to | N/A | N/A | April 15, 2026 | May 15, 2027 | May 15, 2028 | |||||||||||||||||||||||||||
Guarantees of our 2028, 2029, 2030, 2032 and 2033 Notes will be released under certain circumstances, including (i) in connection with any sale or other disposition of (a) all or substantially all of the properties or assets of a guarantor (including by way of merger or consolidation) or (b) all of the capital stock of such guarantor, in each case, to a person that is not a restricted subsidiary of the partnership (ii) if the partnership designates any restricted subsidiary that is a guarantor as an unrestricted subsidiary, (iii) upon legal defeasance, covenant defeasance or satisfaction and discharge of the applicable indenture, (iv) upon the liquidation or dissolution of such guarantor, or (v) at such time as such guarantor ceases to guarantee any other indebtedness of either of the issuers and any other guarantor.
Our $3.1 billion aggregate principal amount of senior unsecured notes co-issued by Genesis Energy, L.P. and Genesis Energy Finance Corporation are fully and unconditionally guaranteed jointly and severally by all of Genesis Energy, L.P.’s current and future 100% owned domestic subsidiaries (the “Guarantor Subsidiaries”), except for certain immaterial subsidiaries. The non-guarantor subsidiaries are indirectly owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets that we use to operate our business. As a general rule, the assets and credit of our unrestricted subsidiaries are not available to satisfy the debts of Genesis Energy, L.P., Genesis Energy Finance Corporation or the Guarantor Subsidiaries, and the liabilities of our unrestricted subsidiaries do not constitute obligations of Genesis Energy, L.P., Genesis Energy Finance Corporation or the Guarantor Subsidiaries.
Covenants and Compliance
Our credit agreement contains customary covenants (affirmative, negative and financial) that could limit the manner in which we may conduct our business. As defined in our credit agreement, we are required to meet three primary financial metrics—a maximum consolidated leverage ratio, a maximum consolidated senior secured leverage ratio and a minimum consolidated interest coverage ratio. Our credit agreement provides for the temporary inclusion of certain pro forma adjustments to the calculations of the required ratios following material transactions. In general, our consolidated leverage ratio calculation compares our consolidated funded debt (including outstanding notes we have issued) to our Adjusted Consolidated EBITDA (as
defined and adjusted in accordance with the credit agreement). Our consolidated senior secured leverage ratio calculation compares our consolidated senior secured funded debt (including outstanding borrowings on the senior secured credit facility) to our Adjusted Consolidated EBITDA (as defined and adjusted in accordance with the credit agreement), and our minimum consolidated interest coverage ratio compares our Adjusted Consolidated EBITDA (as defined and adjusted in accordance with the credit agreement) to our Consolidated interest expense (as defined and adjusted in accordance with the credit agreement). As of December 31, 2025, under our credit agreement:
•the permitted maximum consolidated leverage ratio is 5.50x for the remainder of the term;
•the permitted maximum consolidated senior secured leverage ratio is 2.50x for the remainder of the term; and
•the permitted minimum consolidated interest coverage ratio is 2.00x for the fiscal quarter ending December 31, 2025, 2.25x for the fiscal quarters ending March 31, 2026 through December 31, 2026, and 2.50x thereafter and for the remainder of the term.
In addition, our credit agreement and the indentures governing the senior unsecured notes contain cross-default provisions. Our credit documents prohibit distributions on, or purchases or redemptions of, units if any default or event of default is continuing. In addition, those agreements contain various covenants limiting our ability to, among other things:
•incur indebtedness if certain financial ratios are not maintained;
•grant liens;
•engage in sale-leaseback transactions; and
•sell substantially all of our assets or enter into a merger or consolidation.
A default under our credit agreement or indentures would permit the lenders thereunder to accelerate the maturity of the outstanding debt. As long as we are in compliance with our credit agreement, our ability to make distributions of “available cash” (as defined and discussed below) is not restricted. As of December 31, 2025, we were in compliance with the financial covenants contained in our credit agreement and indentures.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Feb 27, 2017 | |
| 2015 | Feb 26, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.