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Partners' Capital, Mezzanine Equity and Distributions | 12 Months Ended
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Dec. 31, 2022
Equity [Abstract] |
Partners' Capital, Mezzanine Equity and Distributions | Partners’ Capital, Mezzanine Equity and Distributions At December 31, 2022, our outstanding equity consisted of 122,539,221 Class A common units and 39,997 Class B common units. The Class A units are traditional common units in us. The Class B units are identical to the Class A units and, accordingly, have voting and distribution rights equivalent to those of the Class A units, and, in addition, the Class B units have the right to elect all of our board of directors and are convertible into Class A units under certain circumstances, subject to certain exceptions. At December 31, 2022, we had 25,336,778 Class A Convertible Preferred Units outstanding, which are discussed below in further detail. 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: •less the amount of cash reserves that our general partner determines in its reasonable discretion is necessary or appropriate to: •provide for the proper conduct of our business; •comply with applicable law, any of our debt instruments, or other agreements; or •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:
Distribution For |  | Date Paid |  | Per Unit Amount |  | Total Amount
2020 |  |  |  |  |  |
1 st Quarter |  | May 15, 2020 |  | $ | 0.1500 |  |  | $ | 18,387 |
2 nd Quarter |  | August 14, 2020 |  | $ | 0.1500 |  |  | $ | 18,387 |
3 rd Quarter |  | November 13, 2020 |  | $ | 0.1500 |  |  | $ | 18,387 |
4 th Quarter |  | February 12, 2021 |  | $ | 0.1500 |  |  | $ | 18,387 |
2021 |  |  |  |  |  |
1 st Quarter |  | May 14, 2021 |  | $ | 0.1500 |  |  | $ | 18,387 |
2 nd Quarter |  | August 13, 2021 |  | $ | 0.1500 |  |  | $ | 18,387 |
3 rd Quarter |  | November 12, 2021 |  | $ | 0.1500 |  |  | $ | 18,387 |
4 th Quarter |  | February 14, 2022 |  | $ | 0.1500 |  |  | $ | 18,387 |
2022 |  |  |  |  |  |
1 st Quarter |  | May 13, 2022 |  | $ | 0.1500 |  |  | $ | 18,387 |
2 nd Quarter |  | August 12, 2022 |  | $ | 0.1500 |  |  | $ | 18,387 |
3 rd Quarter |  | November 14, 2022 |  | $ | 0.1500 |  |  | $ | 18,387 |
4 th Quarter |  | February 14, 2023 |  | $ | 0.1500 |  |  | $ | 18,387 |
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 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”) to two 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 a one-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 any two 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 appoint two 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 18 and Note 19 for additional discussion. As of December 31, 2022, 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:
Distribution For |  | Date Paid |  | Per Unit Amount |  | Total Amount
2020 |  |  |  |  |  |
1 st Quarter |  | May 15, 2020 |  | $ | 0.7374 |  |  | $ | 18,684 |
2 nd Quarter |  | August 14, 2020 |  | $ | 0.7374 |  |  | $ | 18,684 |
3 rd Quarter |  | November 13, 2020 |  | $ | 0.7374 |  |  | $ | 18,684 |
4 th Quarter |  | February 12, 2021 |  | $ | 0.7374 |  |  | $ | 18,684 |
2021 |  |  |  |  |  |
1 st Quarter |  | May 14, 2021 |  | $ | 0.7374 |  |  | $ | 18,684 |
2 nd Quarter |  | August 13, 2021 |  | $ | 0.7374 |  |  | $ | 18,684 |
3 rd Quarter |  | November 12, 2021 |  | $ | 0.7374 |  |  | $ | 18,684 |
4 th Quarter |  | February 14, 2022 |  | $ | 0.7374 |  |  | $ | 18,684 |
2022 |  |  |  |  |  |
1 st Quarter |  | May 13, 2022 |  | $ | 0.7374 |  |  | $ | 18,684 |
2 nd Quarter |  | August 12, 2022 |  | $ | 0.7374 |  |  | $ | 18,684 |
3 rd Quarter |  | November 14, 2022 |  | $ | 0.7374 |  |  | $ | 18,684 |
4 th Quarter |  | February 14, 2023 |  | $ | 0.9473 |  |  | $ | 24,000 |
There were 25,336,778 Class A Convertible Preferred Units outstanding as of December 31, 2022. All quarterly distributions subsequent to the first quarter of 2019 have been paid in cash and as such there have been no changes to the number of Class A Convertible Preferred Units outstanding since May 15, 2019. Net income (loss) attributable to Genesis Energy, L.P. is reduced by Class A Convertible Preferred Unit distributions that accumulated during the period. Net income (loss) attributable to Genesis Energy, L.P. was reduced by $80.1 million, $74.7 million, and $74.7 million for the years ended December 31, 2022, 2021 and 2020, respectively, as a result of 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, 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 a three-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 by one year, which we currently anticipate completing in the second half of 2023. 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 to four 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 10). As of December 31, 2022, there were no 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 distribution paid in-kind (“PIK”) on the outstanding preferred units, $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. Net Loss Attributable to Genesis Energy, L.P. for the year ended December 31, 2020 includes $16.1 million of adjustments, of which $13.8 million was allocated to the PIK distributions on the outstanding preferred units and $2.3 million was attributable to redemption accretion value adjustments. We elected to pay distributions for the periods ended December 31, 2022, December 31, 2021 and December 31, 2020 in-kind to our Alkali Holdings preferred unitholders. The following table shows the change in our redeemable noncontrolling interests from December 31, 2020 to December 31, 2022:
Balance as of December 31, 2020 |  | $ | 141,194 |
Issuance of preferred units, net of issuance costs(1) |  | 103,042 |
PIK distribution |  | 21,291 |
Redemption accretion |  | 4,107 |
Tax distributions(1) |  | (10,066) |
Balance as of December 31, 2021 |  | 259,568 |
Issuance of preferred units, net of issuance costs(1) |  | 5,249 |
PIK distribution |  | 9,993 |
Redemption accretion |  | 1,908 |
Tax distributions(1) |  | (6,631) |
Adjustment to Base Preferred Return Amount |  | 18,542 |
Redemption of preferred units on May 17, 2022 |  | (288,629) |
Balance as of December 31, 2022 |  | $ | — |
(1)We issued 5,356 and 10,145 Alkali Holdings preferred units to BXC to satisfy the Company’s obligation to pay tax distributions during 2022 and 2021, respectively. 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.

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- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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