INDIANAPOLIS, Jan. 14,
2025 /PRNewswire/ -- Calumet, Inc. (NASDAQ: CLMT)
(the "Company" or "Calumet") today announced that its wholly owned
subsidiaries, Calumet Specialty Products Partners, L.P. (the
"Partnership") and Calumet Finance Corp. (together with the
Partnership, the "Issuers"), priced their private placement (the
"Offering") under Rule 144A and Regulation S under the Securities
Act of 1933, as amended (the "Securities Act"), of $100 million in aggregate principal amount of
9.75% Senior Notes due 2028 (the "New Notes"). The New Notes mature
on July 15, 2028 and will be issued
at 98% of par. The Offering is expected to close on January 16, 2025, subject to customary closing
conditions.
Calumet intends to use all of the net proceeds from the Offering
to redeem a portion of the Issuers' outstanding 11.00% Senior Notes
due 2026 (the "2026 Notes") on or before April 15, 2025 (the "Redemption"). 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.
The securities to be sold will not be, and have not been,
registered under the Securities Act, or any state securities laws,
and unless so registered, the securities may not be offered or sold
in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws. Calumet plans to offer and sell the
securities only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
and to non-U.S. persons outside the
United States pursuant to Regulation S under the Securities
Act.
This press release does not constitute a notice of redemption
with respect to the 2026 Notes. This press release shall not
constitute an offer to sell, or the solicitation of an offer to
buy, any of these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation, or sale
would be unlawful. This press release is being issued pursuant to
and in accordance with Rule 135c under the Securities Act.
About Calumet
Calumet, Inc. (NASDAQ: CLMT) manufactures, formulates and
markets a diversified slate of specialty branded products and
renewable fuels to customers across a broad range of
consumer-facing and industrial markets. Calumet is headquartered in
Indianapolis, Indiana and operates
twelve facilities throughout North
America.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements and information in this press release may
constitute "forward-looking statements." The words "will," "may,"
"intend," "believe," "expect," "outlook," "forecast," "anticipate,"
"estimate," "continue," "plan," "should," "could," "would," or
other similar expressions are intended to identify forward-looking
statements, which are generally not historical in nature. The
statements discussed in this press release that are not purely
historical data are forward-looking statements, including, but not
limited to, the Offering and the use of proceeds therefrom and the
Redemption. These forward-looking statements are based on our
current expectations and beliefs concerning future developments and
their potential effect on us. While our management considers these
assumptions to be reasonable, they are inherently subject to
significant business, economic, competitive, regulatory and other
risks, contingencies and uncertainties, most of which are difficult
to predict and many of which are beyond our control. Accordingly,
our actual results may differ materially from the future
performance that we have expressed or forecast in our
forward-looking statements. For additional information regarding
known material risks, uncertainties and other factors that can
affect future results, please see our filings with the Securities
and Exchange Commission ("SEC"), including the risk factors and
other cautionary statements in the latest Annual Report on Form
10-K of the Partnership and other filings with the SEC by the
Company and the Partnership. We undertake no obligation to publicly
update or revise any forward-looking statements after the date they
are made, whether as a result of new information, future events or
otherwise, except to the extent required by applicable law.
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SOURCE Calumet, Inc.
