GENESIS ENERGY LP

9. Equity Investees

We account for our ownership in our joint ventures under the equity method of accounting (see Note 2 for a description of these investments). The price we pay to acquire an ownership interest in a company may exceed or be less than the underlying book value of the capital accounts we acquire. At December 31, 2023 and 2022, the unamortized differences in carrying value totaled $291.4 million and $305.6 million, respectively. We amortize the differences in carrying value as a change in equity earnings.

The following table presents information included in our Consolidated Financial Statements related to our equity investees:

(1)Distributions attributable to the respective period and received within 15 days subsequent to the respective period end.

Poseidon’s revolving credit facility

Borrowings under Poseidon’s revolving credit facility, which was amended and restated on June 1, 2023 (the “June 2023 credit facility”), are primarily used to fund spending on capital projects. The June 2023 credit facility, which matures on June 1, 2027, is non-recourse to Poseidon’s owners and secured by its assets. The June 2023 credit facility contains customary covenants such as restrictions on debt levels, liens, guarantees, mergers, sale of assets and distributions to owners. A breach of any of these covenants could result in acceleration of the maturity date of Poseidon’s debt. Poseidon was in compliance with the terms of its credit agreement for all periods presented in these Consolidated Financial Statements.

10. Intangible Assets, Goodwill and Other Assets

Intangible Assets

The following table reflects the components of intangible assets being amortized at December 31, 2023 and 2022:

The offshore pipeline contract intangibles relate to customer contracts surrounding certain transportation agreements with producers in the Lucius production area in Southeast Keathley Canyon, which support our SEKCO pipeline.

We are recording amortization of our intangible assets based on the period over which the asset is expected to contribute to our future cash flows. All of our current intangible assets are being amortized on a straight-line basis. Amortization expense on intangible assets was $11.6 million, $10.3 million and $10.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The following table reflects our estimated amortization expense for each of the five subsequent fiscal years:

Goodwill

The carrying amount of goodwill in our soda and sulfur services segment was $301.9 million at December 31, 2023 and December 31, 2022. We havenot recognized any impairment losses related to goodwill for any of the periods presented.

Other Assets

Other assets consisted of the following:

(1) See discussion of deferred charges on marine transportation assets in the Summary of Accounting Policies (Note 2).

11. Debt

At December 31, 2023 and 2022, our obligations under debt arrangements consisted of the following:

(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 $5.7 million and $2.6 million as of December 31, 2023 and December 31, 2022, respectively.

(2) As of December 31, 2023, $11.6 million of the principal balance is considered current and included within “Accrued liabilities” on the Condensed Consolidated Balance Sheet.

Senior Secured Credit Facility

On February 17, 2023, we entered into the Sixth Amended and Restated Credit Agreement (our “credit agreement” to replace our Fifth Amended and Restated Credit Agreement (the “old credit agreement”). Our credit agreement provides for a $850 million senior secured revolving credit facility. The credit agreement matures on February 13, 2026, subject to extension at our request forone additional year on up totwo occasions and subject to certain conditions.

As of December 31, 2023, 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:

•Revolving credit facility: 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 2.25% to 3.50% on Term SOFR borrowings and from 1.25% to 2.50% on alternate base rate borrowings, depending on our leverage ratio. Our leverage ratio is recalculated quarterly and in connection with each material acquisition. At December 31, 2023, the applicable margins on our borrowings were 1.75% for alternate base rate borrowings and 2.75% 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, 2023, our letter of credit rate was 2.75%.

•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, 2023, 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 $200 million subject to lender consent and certain other customary conditions.

At December 31, 2023, we had $298.3 million borrowed under our senior secured credit facility, with $19.3 million of the borrowed amount designated as a loan under the inventory sublimit. Our credit agreement allows up to $100.0 million of the capacity to be used for letters of credit, of which $4.5 million was outstanding at December 31, 2023. 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, 2023 was $547.2 million, subject to compliance with our covenants. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.

Alkali Senior Secured Notes Issuance and Related Transactions

On May 17, 2022, Genesis Energy, L.P., through its newly created wholly-owned unrestricted subsidiary, GA ORRI, LLC (“GA ORRI”), issued $425 million principal amount of our 5.875% senior secured notes due 2042 (the “Alkali senior secured notes”) to certain institutional investors (the “Notes Offering”), secured by GA ORRI’s fifty-year 10% limited term overriding royalty interest in substantially all of the Alkali Business’ trona mineral leases (the “ORRI Interests”). Interest payments are due on the last day of each quarter with the initial interest payment made on June 30, 2022. The agreement governing the Alkali senior secured notes also requires principal repayments on the last day of each quarter commencing with the first quarter of 2024. Principal repayments totaling $11.6 million, $13.1 million, $14.2 million, $14.6 million, and $15.7 million are due in 2024, 2025, 2026, 2027 and 2028 respectively, with the remaining quarterly principal repayments due thereafter through March 31, 2042. We are required to maintain a certain level of cash in a liquidity reserve account (owned by GA ORRI) to be held as collateral for future interest and principal payments as calculated and described in the agreement governing the Alkali senior secured notes. As of December 31, 2023 our liquidity reserve account had a balance of $18.8 million, which is classified as “Restricted cash” on the Consolidated Balance Sheets. The issuance generated net proceeds of $408 million, net of the issuance discount of $17 million. We used a portion of the net proceeds from the issuance to fully redeem the outstanding Alkali Holdings preferred units (as defined and further discussed in Note 12) and utilized the remainder to repay a portion of the outstanding borrowings under our senior secured credit facility as well as fund our liquidity reserve account.

Additionally, on May 17, 2022, we entered into an amendment to our old credit agreement. This amendment also designated GA ORRI and its direct parent, GA ORRI Holdings, LLC (“GA ORRI Holdings”), as unrestricted subsidiaries under our old credit agreement. We also designated GA ORRI and GA ORRI Holdings as unrestricted subsidiaries under the indentures governing our senior unsecured notes. On May 17, we also reclassified the subsidiaries originally held by our Alkali Business as restricted subsidiaries under our old credit agreement and under the indentures governing our senior unsecured notes.

Senior Unsecured Notes

On May 15, 2014, we issued $350 million in aggregate principal amount of 5.625% senior unsecured notes due June 15, 2024 (the “2024 Notes”). On January 24, 2023, approximately $316 million of these notes were validly tendered and repaid upon the issuance of our $500 million senior unsecured notes due in 2030 (the “2030 Notes” as defined and further discussed below). On January 26, 2023, we issued a notice of redemption for the remaining principal of approximately $25 million of the 2024 Notes in accordance with the terms and conditions of the indenture governing the notes, and discharged the indebtedness with respect to the 2024 Notes on February 14, 2023. We incurred a loss of $1.8 million on the tender and redemption of the 2024 Notes, inclusive of our transactions costs and write-off of the related unamortized debt issuance costs, which is recorded as “Other expense, net” in our Consolidated Statement of Operations for the year ended December 31, 2023.

On August 14, 2017, we issued $550 million in aggregate principal amount of 6.50% senior unsecured notes due October 1, 2025 (the “2025 Notes”). On December 7, 2023, approximately $514 million of these notes were validly tendered and repaid upon the issuance of our $600 million senior unsecured notes due in 2029 (the “2029 Notes” as defined and further discussed below). On December 8, 2023, we issued a notice of redemption for the remaining principal of approximately $21 million of our 2025 Notes, and discharged the indebtedness with respect to the 2025 Notes on December 28, 2023 by depositing the redemption amount with the trustee of the 2025 Notes, all in accordance with the terms and conditions of the indenture governing the 2025 Notes. We incurred a loss of $2.8 million on the tender and redemption of the 2025 Notes, inclusive of our transactions costs and write-off of the related unamortized debt issuance costs, which is recorded as “Other expense, net” in our Consolidated Statement of Operations for the year ended December 31, 2023.

On December 11, 2017, we issued $450 million in aggregate principal amount of 6.25% senior unsecured notes due May 15, 2026 (the “2026 Notes”). Interest payments are due May 15 and November 15 of each year with the initial interest payment due May 15, 2018. That issuance generated net proceeds of approximately $442 million, net of issuance costs incurred. We used approximately $205 million of the net proceeds to redeem the portion of the 5.75% senior unsecured notes due February 15, 2021 that were validly tendered and the remaining net proceeds to repay a portion of the borrowings outstanding under our senior secured credit facility.

On January 16, 2020, we issued $750 million in aggregate principal amount of our 7.75% senior unsecured notes due February 1, 2028 (the “2028 Notes”). Interest payments are due February 1 and August 1 of each year with the initial interest payment due on August 1, 2020. 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.

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”). Interest payments are due January 15 and July 15 of each year with the initial interest payment due on July 15, 2021. That issuance generated net proceeds of approximately $737 million net of issuance costs incurred. We used approximately $317 million of the net proceeds to repay the portion of the 6.00% 2023 Notes (including principal, accrued interest and tender premium) that were validly tendered, and the remaining proceeds at the time were used to repay a portion of the borrowings outstanding under our senior secured credit facility.

On April 22, 2021, we completed our offering of an additional $250 million in aggregate principal amount of the 2027 Notes. The additional $250 million of notes have identical terms as (other than with respect to the issue price) and constitute part of the same series of the 2027 Notes. The $250 million of the 2027 Notes were issued at a premium of 103.75% plus accrued interest from December 17, 2020. We used the net proceeds from the offering for general partnership purposes, including repaying a portion of the borrowings outstanding under our senior secured credit facility.

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 with the initial interest payment due on October 15, 2023. 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. 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 by depositing the redemption amount with the trustee of the 2024 Notes for redemption of the 2024 Notes on February 25, 2023, all in accordance with the terms and conditions of the indenture governing the 2024 Notes.

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 with the initial interest payment due on July 15, 2024. 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 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 issued a notice of redemption for the remaining principal of approximately $21 million of our 2025 Notes, and discharged the indenture governing the 2025 Notes as to all 2025 Notes issued thereunder on December 28, 2023 by depositing the redemption amount in trust with the trustee of the 2025 Notes for redemption of the 2025 Notes, all in accordance with the terms and conditions of the indenture governing the 2025 Notes.

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:

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During the year ended December 31, 2022, we repurchased $80.9 million of our senior unsecured notes on the open market and recorded cancellation of debt income of $8.6 million. This is recorded within “Other expense, net” in our Consolidated Statements of Operations.

Guarantees of our 2026, 2027, 2028, 2029 and 2030 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 GA ORRI and GA ORRI Holdings, and certain other subsidiaries. The non-guarantor subsidiaries are indirectly owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets, other than the ORRI Interests, 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, 2023, under our credit agreement, the permitted maximum consolidated leverage ratio is 5.50 x for the remainder of the term. The permitted maximum consolidated senior secured leverage ratio is 2.50 x and the minimum consolidated interest coverage ratio is 2.50 x for the remaining term of the credit agreement.

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 documents 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” is not restricted. As of December 31, 2023, we were in compliance with the financial covenants contained in our credit agreement and indentures.

12. Partners’ Capital, Mezzanine Equity and Distributions

At December 31, 2023, our outstanding equity consisted of 122,424,321 Class A Common Units and 39,997 Class B Common Units. The Class A Common Units are traditional common units in us. The Class B Common Units have the voting and distribution rights equivalent to those of the Class A Common Units, however, the Class B Common Units have the right to elect all of our board of directors and are convertible into Class A Common Units under certain circumstances, subject to certain exceptions. At December 31, 2023, we had 23,111,918 Class A Convertible Preferred Units outstanding, which are discussed below in further detail.

In an effort to return capital to our investors, we announceda common equity repurchase program (the “Repurchase Program”) on August 8, 2023. The Repurchase Program authorizes the repurchase from time to time of up to 10% of our then outstanding Class A Common Units, or 12,253,922 units, via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements. These repurchases may be made pursuant to a repurchase plan or plans that comply with Rule 10b5-1 under the Securities Exchange Act of 1934. The Repurchase Program will be reviewed no later than December 31, 2024 and may be suspended or discontinued at any time prior thereto. The Repurchase Program does not create an obligation for us to acquire a particular number of Class A Common Units and any Class A Common Units repurchased will be canceled. During 2023, we repurchased and canceled a total of 114,900 Class A Common Units at an average price of approximately $9.09 per unit for a total purchase price of $1.0 million, including commissions, which is reflected as a reduction to the carrying value of our “Partners’ Capital - Common unitholders” on our Consolidated Balance Sheet.

Distributions

Generally, we will distribute 100% of our available cash (as defined by our partnership agreement) within 45 days after the end of each quarter to common unitholders of record. Available cash generally means, for each fiscal quarter, all cash on hand at the end of the quarter:

•provide funds for distributions to our common and preferred unitholders for any one or more of the next four quarters;

•plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings. Working capital borrowings are generally borrowings that are made under our senior secured credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners.

We paid the following cash distributions to common unitholders:

Equity Issuances and Contributions

Our partnership agreement authorizes our general partner to cause us to issue additional limited partner interests and other equity securities, the proceeds from which could be used to provide additional funds for acquisitions or other needs. We did not issue any Class A Common Units or Class B Common Units during the periods presented.

Class A Convertible Preferred Units

On September 1, 2017, we sold $750 million of Class A Convertible Preferred Units (our “Class A Convertible Preferred Units”) in a private placement, comprised of 22,249,494 units for a cash purchase price per unit of $33.71 (subject to certain adjustments, the “Issue Price”) totwo initial purchasers. Our general partner executed an amendment to our partnership agreement in connection therewith, which, among other things, authorized and established the rights and preferences of our Class A Convertible Preferred Units. Our Class A Convertible Preferred Units rank senior to all of our currently outstanding classes or series of limited partner interests with respect to distribution and/or liquidation rights. Holders of our Class A Convertible Preferred Units vote on an as-converted basis with holders of our common units and have certain class voting rights, including with respect to any amendment to the partnership agreement that would adversely affect the rights, preferences or privileges, or otherwise modify the terms, of those Class A Convertible Preferred Units.

From time to time after September 1, 2020, we have the right to cause the conversion of all or a portion of outstanding Class A Convertible Preferred Units into our common units, subject to certain conditions; provided, however, that we will not be permitted to convert more than 7,416,498 of our Class A Convertible Preferred Units in any consecutive twelve-month period. At any time after September 1, 2020, if we have fewer than 592,768 of our Class A Convertible Preferred Units outstanding, we will have the right to convert each outstanding Class A Convertible Preferred Unit into our common units at a conversion rate equal to the greater of (i) the then-applicable conversion rate and (ii) the quotient of (a) the Issue Price and (b)95% of the volume-weighted average price of our common units for the 30-trading day period ending prior to the date that we notify the holders of our outstanding Class A Convertible Preferred Units of such conversion.

Upon certain events involving certain changes of control in which more than 90% of the consideration payable to the holders of our common units is payable in cash, our Class A Convertible Preferred Units will automatically convert into common units at a conversion ratio equal to the greater of (a) the then applicable conversion rate and (b) the quotient of (i) the product of (A) the sum of (1) the Issue Price and (2) any accrued and accumulated but unpaid distributions on our Class A Convertible Preferred Units, and (B) a premium factor (ranging from 115% to 101% depending on when such transaction occurs) plus a prorated portion of unpaid partial distributions, and (ii) the volume weighted average price of the common units for the 30 trading days prior to the execution of definitive documentation relating to such change of control.

In connection with other change of control events that do not meet the 90% cash consideration threshold described above, each holder of our Class A Convertible Preferred Units may elect to (a) convert all of its Class A Convertible Preferred Units into our common units at the then applicable conversion rate, (b) if we are not the surviving entity (or if we are the surviving entity, but our common units will cease to be listed), require us to use commercially reasonable efforts to cause the surviving entity in any such transaction to issue a substantially equivalent security (or if we are unable to cause such substantially equivalent securities to be issued, to convert its Class A Convertible Preferred Units into common units in accordance with clause (a) above or exchanged in accordance with clause (d) below or convert at a specified conversion rate), (c) if we are the surviving entity, continue to hold our Class A Convertible Preferred Units or (d) require us to exchange our Class A Convertible Preferred Units for cash or, if we so elect, our common units valued at 95% of the volume-weighted average price of our common units for the 30 consecutive trading days ending on the fifth trading day immediately preceding the closing date of such change of control, at a price per unit equal to the sum of (i) the product of (x)101% and (y) the Issue Price plus (ii) accrued and accumulated but unpaid distributions and (iii) a prorated portion of unpaid partial distributions.

For a period of 30 days following (i) September 1, 2022 and (ii) each subsequent anniversary thereof, the holders of our Class A Convertible Preferred Units may make a one-time election to reset the quarterly distribution amount (a “Rate Reset Election”) to a cash amount per preferred unit equal to the amount that would be payable per quarter if a preferred unit accrued interest on the Issue Price at an annualized rate equal to three-month LIBOR plus 750 basis points; provided, however, that such reset rate shall be equal to 10.75% if (i) such alternative rate is higher than the LIBOR-based rate and (ii) the then market price for our common units is then less than 110% of the Issue Price.

On September 29, 2022 (the “election date”), the Rate Reset Election was elected by the holders of our Class A Convertible Preferred Units.

Upon issuance and up until the election date, each of our Class A Convertible Preferred Units accumulated quarterly distribution amounts in arrears at an annual rate of 8.75% (or $2.9496), yielding a quarterly rate of 2.1875% (or $0.7374). On the election date, the holders of the Class A Convertible Preferred Units elected to reset the rate to 11.24%, the sum of the three-month LIBOR of 3.74% plus 750 basis points, yielding a quarterly distribution $0.9473 per preferred unit beginning with the fourth quarter of 2022.

We elected to pay all distributions from inception through March 1, 2019 with additional Class A Convertible Preferred Units. For the quarter ended March 31, 2019, we paid a portion of our distribution in cash, and a portion in Class A Convertible Preferred Units. For each quarter ending after March 1, 2019, we paid all distribution amounts in respect of our Class A Convertible Preferred Units in cash.

Each holder of our Class A Convertible Preferred Units may elect to convert all or any portion of its Class A Convertible Preferred Units into common units initially on aone-for-one basis (subject to customary adjustments and an adjustment for accrued and accumulated but unpaid distributions and limitations) at any time after September 1, 2019 (or earlier upon a change of control, liquidation, dissolution or winding up), provided that any conversion is for at least $50 million or such lesser amount if such conversion relates to all of a holder’s remaining Class A Convertible Preferred Units or has otherwise been approved by us.

If we fail to pay in full any preferred unit distribution amount after March 1, 2019 in respect of any two quarters, whether or not consecutive, then until we pay such distributions in full, we will not be permitted to (a) declare or make any distributions (subject to a limited exceptions for pro rata distributions on our Class A Convertible Preferred Units and parity securities), redemptions or repurchases of any of our limited partner interests that rank junior to or pari passu with our Class A Convertible Preferred Units with respect to rights upon distribution and/or liquidation (including our common units), or (b) issue any such junior or parity securities. If we fail to pay in full any preferred unit distribution after March 1, 2019 in respect of anytwo quarters, whether or not consecutive, then the preferred unit distribution amount will be reset to a cash amount per preferred unit equal to the amount that would be payable per quarter if a preferred unit accrued interest on the Issue Price at an annualized rate equal to the then-current annualized distribution rate plus 200 basis points until such default is cured.

We have granted each initial purchaser (including its applicable affiliate transferees) certain rights, including (i) the right to appoint an observer, who shall have the right to attend our board meetings for so long as an initial purchaser (including its affiliates) owns at least $200 million of our Class A Convertible Preferred Units; (ii) the right to purchase up to 50% of any parity securities on substantially the same terms offered to other purchasers for so long as an initial purchaser (including its affiliates) owns at least 11,124,747 of our Class A Convertible Preferred Units, and (iii) the right to appointtwo directors to our general partner’s board of directors if (and so long as) we fail to pay in full any three quarterly distribution amounts, whether or not consecutive, attributable to any quarter ending after March 1, 2019.

Accounting for the Class A Convertible Preferred Units

Our Class A Convertible Preferred Units are considered redeemable securities under GAAP due to the existence of redemption provisions upon a deemed liquidation event that is outside of our control. Therefore, we present them as temporary equity in the mezzanine section of the Consolidated Balance Sheets. We initially recognized our Class A Convertible Preferred Units at their issuance date fair value, net of issuance costs, as they were not redeemable and we did not have plans or expect any events that constitute a change of control in our partnership agreement. From the date of issuance through the election date, the Rate Reset Election was bifurcated and accounted for separately as an embedded derivative and recorded at fair value at each reporting period in “Other long-term liabilities” in our Consolidated Balance Sheets. As of the election date, the feature within the Class A Convertible Preferred Units that required bifurcation no longer existed and we have adjusted the carrying value of the Class A Convertible Preferred Units to include the fair value of the previously bifurcated amount at the election date. Refer to Note 19 and Note 20 for additional discussion.

As of December 31, 2023, we will not be required to further adjust the carrying amount of our Class A Convertible Preferred Units until it becomes probable that they would become redeemable. Once redemption becomes probable, we would adjust the carrying amount of our Class A Convertible Preferred Units to the redemption value over a period of time comprising the date the feature first becomes probable and the date the units can first be redeemed.

We paid the following cash distributions to our Class A Convertible Preferred unitholders:

On April 3, 2023, July 3, 2023, and October 3, 2023 we entered into purchase agreements with the Class A Convertible Preferred unitholders whereby we redeemed a total of 2,224,860 Class A Convertible Preferred Units (the “Redeemed Units”) at an average purchase price of $33.71 per unit. The Redeemed Units had a carrying value of $35.20 per unit resulting in returns attributable to the Class A Convertible Preferred Units of $3.2 million for the year ended December 31, 2023. There were 23,111,918 Class A Convertible Preferred Units outstanding as of December 31, 2023.

Net Income Attributable to Genesis Energy, L.P. is adjusted for distributions and returns attributable to the Class A Convertible Preferred Units that accumulate in the period. Net income attributable to Genesis Energy, L.P. for the year ended 2023 was reduced by $90.7 milliondue to Class A Convertible Preferred Unit distributions of$93.9 million that accumulated during the period, offset partially by returns of $3.2 million discussed above. Net income (loss) attributable to Genesis Energy, L.P. was reduced by $80.1 million, and $74.7 million for the years ended 2022 and 2021, respectively, due to Class A Convertible Preferred Unit distributions that accumulated during each period.

Redeemable Noncontrolling Interests

On September 23, 2019, we, through a subsidiary, Genesis Alkali Holdings Company, LLC (“Alkali Holdings”), the entity that holds our trona and trona-based exploring, mining, processing, producing, marketing, logistics and selling business, including its Granger facility near Green River, Wyoming, entered into an amended and restated Limited Liability Company Agreement of Alkali Holdings (the “LLC Agreement”) and a Securities Purchase Agreement (the “Securities Purchase Agreement”) whereby certain investment fund entities affiliated with Blackstone Alternative Credit Advisors LP, formerly known as “GSO Capital Partners LP” (collectively, “BXC”) purchased $55.0 million of preferred units (or 55,000 preferred units) and committed to purchase, during athree-year commitment period, up to a total of $350.0 million of preferred units (or 350,000 preferred units) in Alkali Holdings (the “Alkali Holdings preferred units”). Alkali Holdings utilized the net proceeds from the preferred units to fund a portion of the anticipated cost of the Granger Optimization Project.

On April 14, 2020, we entered into an amendment to our agreements with BXC to, among other things, extend the construction timeline of the Granger Optimization Project byone year. In consideration for the amendment, we issued 1,750 Alkali Holdings preferred units to BXC, which was accounted for as issuance costs. As part of the amendment, the commitment period was increased tofour years, and the total commitment of BXC was increased to $351.8 million preferred units (or 351,750 preferred units) in Alkali Holdings.

From time to time after we had drawn at least $251.8 million, we had the option to redeem the outstanding preferred units in whole for cash at a price equal to the initial $1,000 per preferred unit purchase price, plus no less than the greater of a predetermined fixed internal rate of return amount (“IRR”) or a multiple of invested capital metric (“MOIC”), net of cash distributions paid to date (“Base Preferred Return Amount”). Additionally, if all outstanding preferred units were redeemed, we had not drawn at least $251.8 million, and BXC was not a “defaulting member” under the LLC Agreement, BXC had the right to a make-whole amount on the number of undrawn preferred units.

On May 17, 2022 (the “Redemption Date”), we fully redeemed the 251,750 outstanding Alkali Holdings preferred units at a Base Preferred Return Amount of $288.6 million utilizing a portion of the proceeds we received from the issuance of our Alkali senior secured notes (Note 11). As of December 31, 2023 and 2022, there wereno Alkali Holdings preferred units outstanding.

Accounting for Redeemable Noncontrolling Interests

Classification

Prior to the Redemption Date, the Alkali Holdings preferred units issued and outstanding were accounted for as a redeemable noncontrolling interest in the mezzanine section on our Consolidated Balance Sheets due to the redemption features for a change of control.

Initial and Subsequent Measurement

We recorded the Alkali Holdings preferred units at their issuance date fair value, net of issuance costs. The fair value of the Alkali Holdings preferred units was approximately $270.1 million as of May 16, 2022, which represented the carrying amount based on the issued and outstanding Alkali Holdings preferred units most probable redemption event on the six and a half year anniversary of the closing, which was the IRR measure accreted using the effective interest method to the redemption value as of each reporting date. On May 16, 2022, certain events occurred that made it probable that an early redemption event on the Alkali Holdings preferred units would occur and the outstanding preferred units would be redeemed at the MOIC, as it was greater than the IRR at the time of the redemption. This required the Company to revalue the Alkali Holdings preferred units to the redemption amount of $288.6 million, which represented the MOIC, net of cash distributions (including tax distributions) paid to date.

Net income Attributable to Genesis Energy, L.P. for the year ended December 31, 2022 includes $30.4 million of adjustments, of which $10.0 million was allocated to the PIK distributions on the outstanding preferred units and $1.9 million was attributable to redemption accretion value adjustments, and $18.5 million was attributable to a change in the Base Preferred Return Amount of the Alkali Holdings preferred units. Net Loss Attributable to Genesis Energy, L.P. for the year ended December 31, 2021 includes $25.4 million of adjustments, of which $21.3 million was allocated to the PIK distributions on the outstanding preferred units and $4.1 million was attributable to redemption accretion value adjustments.

The following table shows the change in our redeemable noncontrolling interests from December 31, 2021 to December 31, 2022:

(1)We issued 5,356 Alkali Holdings preferred units to BXC to satisfy the Company’s obligation to pay tax distributions during 2022.

Noncontrolling Interests

On November 17, 2021, we, through a subsidiary, sold 36% of the membership interests in CHOPS for proceeds of approximately $418 million. We retained 64% of the membership interests in CHOPS and remain the operator of the CHOPS pipeline and associated assets.

We also own an 80% membership interest in Independence Hub, LLC. On April 29, 2022, we entered into an agreement to sell the Independence Hub platform to a producer group in the Gulf of Mexico for gross proceeds of $40.0 million, of which $8.0 million, or 20%, was attributable and paid to our noncontrolling interest holder. For the year ended December 31, 2022, we recorded a gain of $40.0 million recorded in “Gain on sale of asset” on the Consolidated Statement of Operations, of which $8.0 million, or 20%, is attributable to our noncontrolling interest holder, as the platform asset sold had no book value at the time of the sale. For financial reporting purposes, the assets and liabilities of these entities are consolidated with those of our own, with any third party or affiliate interest in our Consolidated Balance Sheets amounts shown as noncontrolling interests in equity.