SCHEDULE 13D/A: Blackstone-Affiliated GSO Rodeo Reduces Stake in Genesis Energy Through Preferred Unit Repurchase

GSO Rodeo Holdings LP, an entity affiliated with Blackstone Inc., has significantly reduced its beneficial ownership in Genesis Energy, L.P. following the repurchase of 3.7 million preferred units by the issuer.

Summary

• GSO Rodeo Holdings LP, a Blackstone-affiliated entity, entered into a repurchase agreement with Genesis Energy, L.P. on March 6, 2025.
• Genesis Energy, L.P. repurchased 3,708,098 Preferred Units from GSO Rodeo at a price of $35.3955 per Preferred Unit.
• The repurchase transaction closed on March 7, 2025.
• Following the repurchase, GSO Rodeo Holdings LP now holds 6,459,192 Preferred Units, convertible into an equal number of Class A Common Units.
• The beneficial ownership of Class A Common Units by GSO Rodeo Holdings LP represents 5% of the outstanding Class A Common Units.
• Blackstone Inc. and its affiliated entities, including GSO Rodeo and Harvest Fund Advisors LLC (HFA), collectively beneficially own 7,034,927 Class A Common Units, representing 5.5% of the outstanding Class A Common Units.
• HFA, an indirect subsidiary of Blackstone Holdings I/II GP L.L.C., beneficially owns an additional 575,735 Class A Common Units.
• The calculation of beneficial ownership is based on 122,424,321 Class A Common Units outstanding as of February 28, 2025, as reported in Genesis Energy's Form 10-K filed on March 3, 2025, plus the Class A Common Units convertible from Preferred Units.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive for Genesis Energy, L.P. as it reduces future obligations and potential dilution by repurchasing preferred units. For the reporting person, it's a liquidity event, which is neutral.

Positives

• The repurchase of Preferred Units by Genesis Energy, L.P. reduces the company's future preferred dividend obligations.
• The repurchase also decreases the potential for future dilution of Class A Common Units that would occur upon the conversion of the repurchased Preferred Units.
• For GSO Rodeo, the repurchase provides liquidity for a portion of its investment in Genesis Energy, L.P.

Negatives

• Genesis Energy, L.P. utilized capital for the repurchase, which could have been allocated to other strategic initiatives or debt reduction.
• A significant investor like Blackstone (through GSO Rodeo) reducing its stake could be perceived by some market participants as a decrease in confidence, although the repurchase by the issuer may mitigate this perception.

Future Outlook

NA

Industry Context

This filing primarily details a change in beneficial ownership and a specific transaction (unit repurchase) within the midstream energy sector. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• The repurchase agreement was entered into between Genesis Energy, L.P. and GSO Rodeo Holdings LP, an entity affiliated with Blackstone Inc., a significant investor in Genesis Energy, L.P.

Stakeholder Impact

• Shareholders of Genesis Energy, L.P. may benefit from reduced potential dilution and preferred dividend obligations.
• GSO Rodeo Holdings LP (and by extension, Blackstone Inc.) has reduced its investment exposure to Genesis Energy, L.P. while gaining liquidity from the repurchase.

Key Dates

Keywords

Genesis Energy, Blackstone, GSO Rodeo, Preferred Units, Common Units, Repurchase Agreement, SEC Filing, Schedule 13D, Beneficial Ownership, Energy Infrastructure, Midstream