Genesis Energy, L.P. Acquires Remaining Interest in DG Marine/Grifco Transportation Business
29 Juillet 2010 - 1:31PM
Business Wire
Genesis Energy, L.P. (NYSE Amex:GEL) announced today that it has
entered into an agreement to acquire the 51% interest that it
doesn’t own of DG Marine Transportation, LLC (which does business
as “Grifco”) for $25.5 million in cash. Upon the closing, Genesis
will own 100% of DG Marine.
Grant E. Sims, Chief Executive Officer of Genesis said, “This
purchase further integrates our supply and logistics business. We
have realized significant strategic opportunities for the
transportation of heavy refined products and crude oil with our
existing supply and logistics segment, including DG Marine. Our
refinery customers will continue to benefit from this integration
and we look forward to continuing to provide efficient, reliable
and safe services to them.”
Genesis expects to fund the acquisition with proceeds from its
recently syndicated $525 million revolving credit facility,
including paying-off DG Marine’s stand-alone credit facility, which
has an outstanding principal balance of approximately $44.4
million.
DG Marine’s historical financial position, including its
outstanding debt balance, has been fully consolidated in Genesis’s
financial statements since Genesis’ initial acquisition of an
effective 49% economic interest in July of 2008. As a result,
Genesis’ prospective consolidated financial statements will reflect
additional long-term debt attributable to this acquisition only to
the extent of the $25.5 million paid for the remaining 51% of the
equity interest. Due to provisions limiting distributions and other
terms of DG Marine’s stand-alone credit facility, DG Marine’s cash
flow was excluded from the calculation of Available Cash generated
by Genesis. Consequently, after the closing, DG Marine’s cash flow
(after reserves) will constitute Available Cash for purposes of
determining quarterly cash distributions to Genesis’ unitholders.
Management expects the acquisition to be immediately accretive to
the partnership’s unitholders.
DG Marine (doing business as “Grifco”) primarily serves
refineries and storage terminals along the Gulf Coast, Intracoastal
Canal and western river systems of the United States, including the
Red, Ouachita and Mississippi Rivers on which Genesis has
significant existing terminals. It owns and operates 30 vessels—20
barges and 10 push/tug boats.
The transaction was unanimously approved by all of the members
of the Board of Directors of Genesis’ general partner who attended
the meeting and voted on the transaction. The Board’s approval was
based, in part, on the unanimous approval and recommendation of the
Conflicts Committee of that Board. The Conflicts Committee engaged
as its financial advisor, and obtained a fairness opinion from,
Robert W. Baird & Co. The Conflicts Committee also engaged
independent legal counsel.
The transaction is subject to customary conditions to closing,
including the accuracy of certain representations and warranties
and compliance with covenants. Genesis expects the transaction to
close in July, 2010.
Genesis Energy, L.P. is a diversified midstream energy master
limited partnership headquartered in Houston, Texas. Genesis
engages in four business segments. The Pipeline Transportation
Division is engaged in the pipeline transportation of crude oil and
carbon dioxide. The Refinery Services Division primarily processes
sour gas streams to remove sulfur at refining operations,
principally located in Texas, Louisiana, and Arkansas. The Supply
and Logistics Division is engaged in the transportation, storage
and supply and marketing of energy products, including crude oil
and refined products. The Industrial Gases Division produces and
supplies industrial gases such as carbon dioxide and syngas.
Genesis’ operations are primarily located in Texas, Louisiana,
Arkansas, Mississippi, Alabama, and Florida.
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Although we
believe that our expectations are based upon reasonable
assumptions, we can give no assurance that our goals will be
achieved, including statements regarding closing of the offering.
Actual results may vary materially. We undertake no obligation to
publicly update or revise any forward-looking statement.
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