v3.26.1
Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
Our obligations under debt arrangements consisted of the following:
June 30, 2026December 31, 2025
PrincipalUnamortized Discount and Debt Issuance CostsNet ValuePrincipalUnamortized Discount and Debt Issuance CostsNet Value
Accounts receivable securitization credit facility(1)
$99,500 $— $99,500 $— $— $— 
Total current borrowings$99,500 $— $99,500 $— $— $— 
Senior secured credit facility(2)
$— $— $— $6,400 $— $6,400 
7.750% senior unsecured notes due 2028
— — — 679,360 3,123 676,237 
8.250% senior unsecured notes due 2029
600,000 9,002 590,998 600,000 10,690 589,310 
8.875% senior unsecured notes due 2030
500,000 5,027 494,973 500,000 5,690 494,310 
7.875% senior unsecured notes due 2032
700,000 9,141 690,859 700,000 9,919 690,081 
8.000% senior unsecured notes due 2033
600,000 8,877 591,123 600,000 9,523 590,477 
6.750% senior unsecured notes due 2034
750,000 13,637 736,363 — — — 
Total long-term debt$3,150,000 $45,684 $3,104,316 $3,085,760 $38,945 $3,046,815 
(1)Unamortized debt issuance costs associated with our accounts receivable securitization credit facility (included in “Other Assets, net of amortization” on the Unaudited Condensed Consolidated Balance Sheets), were $0.9 million as of June 30, 2026.
(2)Unamortized debt issuance costs associated with our senior secured credit facility (included in “Other Assets, net of amortization” on the Unaudited Condensed Consolidated Balance Sheets), were $7.9 million and $5.4 million as of June 30, 2026 and December 31, 2025, respectively.
Accounts Receivable Securitization Credit Facility
On June 26, 2026, we entered into an accounts receivable securitization credit facility (the “AR Facility”). The AR Facility provides for a credit facility limit of $99.5 million and expires on June 26, 2029. Under the AR Facility, we sell, on an on-going basis, certain of the receivables from our wholly-owned subsidiaries, together with the related security and interest in the proceeds, to our wholly-owned subsidiary Genesis AR LLC, a consolidated and bankruptcy-remote special purpose entity created for the sole purpose of transacting under the AR Facility. Eligible receivables sold to Genesis AR LLC are used to secure the outstanding borrowings under our AR Facility and are not available to satisfy the claims of other creditors.
The interest rate on borrowings under the AR Facility is based on the Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 1.375%. We pay an unused fee on any unused portion of the AR Facility of 0.35%. At June 30, 2026, we had outstanding borrowings of $99.5 million under the AR Facility, which are recognized as current borrowings on our Unaudited Condensed Consolidated Balance Sheet as of June 30, 2026.
Under the AR Facility, we are required to maintain a capital reserve equal to 5.0% of the credit facility limit. At June 30, 2026, our capital reserve of $5.0 million is presented as “Restricted cash” on our Unaudited Condensed Consolidated Balance Sheet.
Senior Secured Credit Facility
On March 4, 2026, we entered into the Eighth Amended and Restated Credit Agreement (our “credit agreement”) to replace our Seventh Amended and Restated Credit Agreement. The credit agreement provides for a $900 million senior secured revolving credit facility that expires on March 4, 2031, subject to extension at our request for one additional year on up to two occasions and subject to certain conditions, provided that if more than $150 million of our 8.250% senior unsecured notes due January 15, 2029 (the “2029 Notes”) remain outstanding as of October 16, 2028, the credit agreement matures on such date or if more than $150 million of our 8.875% senior unsecured notes due April 15, 2030 (the “2030 Notes”) remain outstanding as of January 14, 2030, the credit agreement matures on such date.
The credit agreement also defines certain terms and covenants including: (i) the maximum Consolidated Leverage Ratio covenant (our “leverage ratio”) as (A) 5.75 to 1.00 for the fiscal quarters ending March 31, 2026 through December 31, 2027 and (B) 5.50 to 1.00 thereafter; (ii) the minimum Consolidated Interest Coverage Ratio covenant as (A) 2.00 to 1.00 for the fiscal quarters ending March 31, 2026 through December 31, 2026, (B) 2.15 to 1.00 for the fiscal quarters ending March 31, 2027 through December 31, 2027, and (C) 2.25 to 1.00 thereafter; and (iii) the maximum Senior Secured Leverage Ratio as 2.50 to 1.00.
At June 30, 2026, 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 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 June 30, 2026, 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 fee rates range from 2.25% to 3.50% based on our leverage ratio as computed under the credit agreement and can fluctuate quarterly. At June 30, 2026, 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 rates on the unused committed amount range from 0.30% to 0.50% per annum depending on our leverage ratio. At June 30, 2026, 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 up to $1.3 billion, in the form of additional revolving commitments or an incremental term loan, subject to lender consent and certain other customary conditions.
At June 30, 2026, we had no borrowings outstanding under our senior secured credit facility. Our inventory financing sublimit as of June 30, 2026 was $17.1 million of the maximum allowed of $200 million. Our credit agreement allows up to $50 million of the capacity to be used for letters of credit, of which $5.6 million was outstanding at June 30, 2026. Due to the revolving nature of loans under our senior secured credit facility, additional borrowings, periodic repayments and re-borrowings may be made until the maturity date. The total amount available for borrowings under our senior secured credit facility at June 30, 2026 was $894.4 million, subject to compliance with covenants. Our credit agreement does not include a “borrowing base” limitation except with respect to our inventory loans.
Senior Unsecured Notes Transactions
On March 4, 2026, we issued $750.0 million in aggregate principal amount of 6.750% senior unsecured notes due March 15, 2034 (the “2034 Notes”). Interest payments are due March 15 and September 15 of each year, beginning on September 15, 2026. The issuance of our 2034 Notes generated net proceeds of approximately $735.9 million, net of issuance costs incurred. The net proceeds were used to purchase $416.1 million in principal of our 7.750% senior unsecured notes due February 1, 2028 (the “2028 Notes”) and pay the accrued interest, tender premium and fees on the notes that were validly tendered in the tender offer that ended March 20, 2026, and redeem the remaining $263.3 million outstanding in principal on our 2028 Notes and pay the related accrued interest on those redeemed notes on March 22, 2026 in accordance with the indentures governing the 2028 Notes. In addition, the remaining net proceeds from the issuance of our 2034 Notes were used to purchase a portion of the outstanding Class A Convertible Preferred Units (as further discussed in Note 11). We incurred a loss of $3.4 million associated with the tender premium and fees and the write-off of the related unamortized debt issuance costs on our 2028 Notes, which is recorded as “Other expense” in our Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2026.
On April 3, 2025, using a portion of the cash proceeds from the sale of the Alkali Business (as further discussed in Note 4), we redeemed the remaining $406.2 million of principal outstanding on the 8.000% senior unsecured notes due January 15, 2027 (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 Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025.
Our $3.2 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 Genesis AR LLC, Genesis AR Holdings LLC and certain other immaterial subsidiaries. Genesis AR LLC, Genesis AR Holdings LLC and the other immaterial non-Guarantor Subsidiaries are indirectly owned by Genesis Crude Oil, L.P., a Guarantor Subsidiary. The Guarantor Subsidiaries largely own the assets, other than accounts receivables sold to Genesis AR LLC, 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.