GENESIS ENERGY LP

24. Subsequent Events

On February 28, 2025 we completed the sale of our Alkali Business, which was included within our soda and sulfur services reporting segment, to an indirect affiliate of WE Soda Ltd. for a gross purchase price of $1.425 billion. We received cash of approximately $1.039 billion, which reflects the net proceeds after the assumption of our outstanding Alkali senior secured notes by an indirect affiliate of WE Soda Ltd, amongst other purchase price adjustments. We used a portion of the cash proceeds to pay down the outstanding balance on our senior secured credit facility on February 28, 2025, and anticipate using the remaining cash proceeds to redeem a portion of our outstanding senior unsecured notes, repurchase certain of our outstanding Class A convertible preferred units, and for general partnership purposes. We expect to recognize a loss on the sale in the first quarter of 2025 of approximately $400 million as a result of the proceeds we received from the transaction compared to the net book value of the Alkali Business. Additionally, we expect to report the sale of our Alkali Business as discontinued operations in the first quarter of 2025 as a result of the strategic shift to exit the soda ash manufacturing business and our related operations in Wyoming.

In connection with the sale of our Alkali Business, we also entered into the Second Amendment to the Seventh Amended and Restated 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 Consolidated Leverage calculation if borrowings on our senior secured credit facility do not exceed $25 million 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.