8-K

CALUMET, INC.

Date: January 15, 2025

/s/ David Lunin

David Lunin

Executive Vice President and

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 14, 2025

CALUMET, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42172

36-5098520

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1060 N Capitol Ave

Suite 6-401

Indianapolis, Indiana 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 328-5660

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

CLMT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On January 14, 2025, Calumet, Inc. (the “Company”), Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), Calumet GP, LLC (the “General Partner”) and certain subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc. as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which they agreed to sell $100 million aggregate principal amount of the Issuers’ 9.75% Senior Notes due 2028 (the “New Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The New Notes will mature on July 15, 2028 and will be issued at 98% of par for net proceeds of approximately $96.2 million, after deducting the Initial Purchasers’ discount and estimated offering expenses. The closing of the issuance of the New Notes is expected to occur on January 16, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the offering of the New Notes to redeem a portion of the Issuers’ outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) on or before April 15, 2025. Pending the application of the net proceeds, the Company may invest the proceeds in short-term, interest bearing instruments and other investment-grade securities or temporarily reduce borrowings under its revolving credit facility. The New Notes are a mirror issue to the Issuers’ existing 9.75% Senior Notes due 2028, of which $325 million in aggregate principal amount was issued on June 27, 2023 (the “Original Notes”). The New Notes will have substantially identical terms as the Original Notes. However, the New Notes will be issued under a separate indenture and have different CUSIP numbers from the Original Notes.

Certain of the Initial Purchasers and their affiliates have engaged in, are engaged in and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. The Initial Purchasers have received, or may in the future receive, customary fees and commissions for these transactions. Bank of America, N.A., an affiliate of one of the Initial Purchasers, is the administrative agent under the Issuers’ revolving credit facility. Additionally, certain of the Initial Purchasers or their affiliates may hold 2026 Notes and are lenders under the Issuers’ revolving credit facility and, therefore, may receive a portion of the net proceeds from the offering of the New Notes. The Company has also entered into, in the ordinary course of business, various derivative financial instrument transactions related to its crude oil and natural gas purchases and sales of finished fuel products, including diesel and gasoline crack spread hedges, with certain affiliates of certain of the Initial Purchasers.

The Purchase Agreement contains customary representations, warranties and agreements of the Company, the Issuers, the General Partner and the Subsidiary Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated herein by reference.

Item 8.01

Other Events.

On January 14, 2025, the Company issued a press release announcing the pricing of the New Notes described in Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Exhibit Title or Description

1.1		Purchase Agreement, dated January 14, 2025, by and among the Partnership, Finance Corp., the Company, the General Partner, the Subsidiary Guarantors and the Initial Purchasers named therein, relating to the offering of the New Notes.

99.1		Press Release, dated January 14, 2025, announcing the pricing of the New Notes.

104		Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Calumet Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement