Filing Details
- Accession Number:
- 0000950170-25-036440
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-09 20:00:00
- Filed By:
- GSO Rodeo Holdings LP
- Company:
- Genesis Energy Lp (NYSE:GEL)
- Filing Date:
- 2025-03-10
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
GSO Rodeo Holdings LP | 6,459,192 | 0 | 6,459,192 | 0 | 6,459,192 | 5% |
GSO Rodeo Holdings Associates LLC | 6,459,192 | 0 | 6,459,192 | 0 | 6,459,192 | 5% |
GSO Holdings I L.L.C. | 6,459,192 | 0 | 6,459,192 | 0 | 6,459,192 | 5% |
Blackstone Holdings II L.P. | 6,459,192 | 0 | 6,459,192 | 0 | 6,459,192 | 5% |
Blackstone Holdings I/II GP L.L.C. | 7,034,927 | 0 | 7,034,927 | 0 | 7,034,927 | 5.5% |
Blackstone Inc. | 7,034,927 | 0 | 7,034,927 | 0 | 7,034,927 | 5.5% |
Blackstone Group Management L.L.C. | 7,034,927 | 0 | 7,034,927 | 0 | 7,034,927 | 5.5% |
Stephen A. Schwarzman | 7,034,927 | 0 | 7,034,927 | 0 | 7,034,927 | 5.5% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Genesis Energy, L.P. (Name of Issuer) |
Common Units - Class A representing limited partner interests (Title of Class of Securities) |
371927104 (CUSIP Number) |
John G. Finley Blackstone Inc., 345 Park Avenue New York, NY, 10154 (212) 583-5000 Marisa Beeney Blackstone Alt. Credit Advisors LP, 345 Park Avenue New York, NY, 10154 (212) 503-2100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
CUSIP No. | 371927104 |
1 |
Name of reporting person
GSO Rodeo Holdings LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
6,459,192.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 371927104 |
1 |
Name of reporting person
GSO Rodeo Holdings Associates LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
6,459,192.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 371927104 |
1 |
Name of reporting person
GSO Holdings I L.L.C. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
6,459,192.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 371927104 |
1 |
Name of reporting person
Blackstone Holdings II L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
6,459,192.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 371927104 |
1 |
Name of reporting person
Blackstone Holdings I/II GP L.L.C. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,034,927.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 371927104 |
1 |
Name of reporting person
Blackstone Inc. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,034,927.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
CUSIP No. | 371927104 |
1 |
Name of reporting person
Blackstone Group Management L.L.C. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,034,927.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 371927104 |
1 |
Name of reporting person
Stephen A. Schwarzman | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
7,034,927.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Units - Class A representing limited partner interests | |
(b) | Name of Issuer:
Genesis Energy, L.P. | |
(c) | Address of Issuer's Principal Executive Offices:
811 LOUISIANA ST., SUITE 1200, HOUSTON,
TEXAS
, 77002. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on July 15, 2019, as amended by Amendment No. 1 filed on August 26, 2024 (as amended, the "Schedule 13D") relating to Common Units - Class A representing limited partner interests ("Class A Common Units") of Genesis Energy, L.P. (the "Issuer").
Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
| ||
Item 2. | Identity and Background | |
(a) | Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in the amended and restated Schedule I attached hereto as Exhibit 99.1 is incorporated herein by reference in this amended Item 2. | |
Item 5. | Interest in Securities of the Issuer | |
(a) | Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
Calculations of the percentage of Class A Common Units beneficially owned is based on 122,424,321 Class A Common Units outstanding as of February 28, 2025, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2025, plus the Class A Common Units that GSO Rodeo may acquire upon the conversion of the Preferred Units.
The aggregate number and percentage of Class A Common Units beneficially owned by each Reporting Person and, for each Reporting Person, the number of securities as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, GSO Rodeo holds 6,459,192 Preferred Units which are convertible into 6,459,192 Class A Common Units.
GSO Rodeo Holdings Associates LLC is the general partner of GSO Rodeo. GSO Holdings I L.L.C. is the managing member GSO Rodeo Holdings Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C.
Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P.
Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Additionally, Harvest Fund Advisors LLC, an indirect subsidiary of Blackstone Holdings I/II GP L.L.C. ("HFA"), is the beneficial owner of 575,735 shares of Class A Common Units, which units are held by funds and accounts managed by HFA in the ordinary course of its business.
Each such Reporting Person may be deemed to beneficially own the Class A Common Units beneficially owned by the Blackstone funds or accounts directly or indirectly controlled by it or him, but neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than GSO Rodeo to the extent it directly holds Issuer securities reported herein) is the beneficial owner of the Class A Common Units referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of the Reporting Persons (other than GSO Rodeo to the extent it directly holds Issuer securities reported herein) expressly disclaims beneficial ownership of such Class A Common Units.
Any beneficial ownership of Class A Common Units by any of the persons listed on Schedule I is set forth on Schedule I attached hereto as Exhibit 99.1.
| |
(b) | See Item 5(a) above. | |
(c) | On March 6, 2025, GSO Rodeo entered into repurchase agreement with the Issuer pursuant to which the Issuer agreed to repurchase from GSO Rodeo 3,708,098 Preferred Units at a price of $35.3955 per Preferred Unit. The repurchase closed on March 7, 2025. Except as set forth in this Amendment No. 2, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in the past 60 days in Class A Common Units.
| |
Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit
No. Description
99.1 Schedule I - Executive Officers and Directors of Blackstone Inc. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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