The principal occupation of Mr. Goodman is serving as an executive of GSO Holdings I L.L.C. and certain
affiliated entities.
(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other
persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) See Items 2(a)-(b) above for place of organization or citizenship of each of the Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
The information set forth in Items 5 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 3.
Pursuant to a Class A Convertible Preferred Unit Purchase Agreement dated August 2, 2017, GSO Rodeo purchased 11,124,747
Class A Convertible Preferred Units (
Preferred Units
) from the Issuer for a cash purchase price per Preferred Unit equal to $33.71 (the
Issue Price
) for an aggregate purchase price of approximately
$375 million. The funds used in connection with the original purchase of Preferred Units were provided from capital contributions from investors. Pursuant to the terms of the Fifth Amended and Restated Agreement of Limited Partnership of
Genesis Energy, L.P., as amended by the First Amendment and the Second Amendment thereto (as such document may be further amended, the
Partnership Agreement
), during the period beginning on September 1, 2017, the date of
original issuance of the Preferred Units (the
Preferred Unit Closing Date
), and ending on March 1, 2019, the
18-month
anniversary of such date, an aggregate of 1,543,642 additional
Preferred Units were issued to GSO Rodeo in connection with the payment of quarterly distributions on the Preferred Units.
Item 4. Purpose of
Transaction.
The Reporting Persons acquired the securities reported herein for investment purposes, subject to the following:
The information in Items 3 and 6 of this Schedule 13D is incorporated herein by reference.
The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including
through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the general partner of the Issuer (the
General Partner
), members of management or other
security-holders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to
assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to, subject to the terms of the Partnership Agreement and the other documents described herein, various
alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries; business
combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its
subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the board of directors of the General Partner
(including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or
governance documents of the Issuer;
de-listing
or
de-registration
of the Issuers securities, or any action similar to those enumerated above.