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Calumet Announces Early Results for its Exchange Offer for any and all of the Outstanding 11.00% Senior Notes due 2025

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Calumet announced early results of its private exchange offer for its 11.00% Senior Notes due 2025. As of November 5, 2024, approximately 97.5% ($354,399,000) of outstanding Old Notes were validly tendered. The company is offering new 11.00% Senior Notes due 2026 in exchange. Eligible holders who tendered before the Early Tender Time will receive $1,000 principal amount of New Notes for each $1,000 of Old Notes. The exchange offer requires a minimum participation of 80% of aggregate principal amount and will expire on November 21, 2024, unless extended.

Calumet ha annunciato i risultati preliminari della sua offerta di scambio privata per le sue Note Senior al 11.00% in scadenza nel 2025. A partire dal 5 novembre 2024, circa 97.5% ($354,399,000) delle Note Vecchie in circolazione sono state valide per il tender. L'azienda offre nuove Note Senior al 11.00% in scadenza nel 2026 in cambio. I detentori idonei che hanno effettuato il tender prima dell'Orario di Tender Anticipato riceveranno $1,000 di valore nominale di Nuove Note per ogni $1,000 di Note Vecchie. L'offerta di scambio richiede una partecipazione minima dell'80% dell'importo nominale aggregato e scadrà il 21 novembre 2024, salvo proroga.

Calumet anunció los resultados preliminares de su oferta de intercambio privada para sus Notas Senior del 11.00% con vencimiento en 2025. A partir del 5 de noviembre de 2024, aproximadamente 97.5% ($354,399,000) de las Notas Viejas en circulación fueron válidamente presentadas. La compañía está ofreciendo nuevas Notas Senior del 11.00% con vencimiento en 2026 a cambio. Los tenedores elegibles que presenten antes de la Hora de Presentación Anticipada recibirán $1,000 en monto principal de Nuevas Notas por cada $1,000 de Notas Viejas. La oferta de intercambio requiere una participación mínima del 80% del monto principal agregado y expirará el 21 de noviembre de 2024, a menos que se extienda.

Calumet는 2025년에 만기가 도래하는 11.00% 선순위 노트에 대한 민간 교환 제안의 조기 결과를 발표했습니다. 2024년 11월 5일 기준으로 유효하게 입찰된 구 노트의 약 97.5%($354,399,000)가 확인되었습니다. 회사는 교환 조건으로 2026년 만기인 새로운 11.00% 선순위 노트를 제공합니다. 조기 입찰 시 자격이 있는 보유자는 구 노트의 $1,000마다 $1,000의 원금액을 새로운 노트로 받게 됩니다. 교환 제안은 전체 원금의 80%의 최소 참여를 요구하며, 2024년 11월 21일에 만료됩니다. 단, 연장될 수 있습니다.

Calumet a annoncé les résultats préliminaires de son offre d'échange privée pour ses Obligations Senior à 11,00% arrivant à échéance en 2025. Au 5 novembre 2024, environ 97,5% (354,399,000 $) des Obligations Anciennes en circulation ont été validement soumises. L'entreprise propose de nouvelles Obligations Senior à 11,00% arrivant à échéance en 2026 en échange. Les détenteurs éligibles ayant soumis leur offre avant l'Heure de Soumission Anticipée recevront 1 000 $ de montant principal de Nouvelles Obligations pour chaque 1 000 $ d'Obligations Anciennes. L'offre d'échange nécessite une participation minimale de 80% du montant principal global et expirera le 21 novembre 2024, sauf extension.

Calumet hat die vorläufigen Ergebnisse seines privaten Austauschangebots für seine 11,00% Senior Notes mit Fälligkeit 2025 bekannt gegeben. Stand 5. November 2024 wurden etwa 97,5% ($354.399.000) der ausstehenden alten Noten gültig angeboten. Das Unternehmen bietet im Austausch neue 11,00% Senior Notes mit Fälligkeit 2026 an. Berechtigte Inhaber, die vor der frühen Angebotsfrist tendern, erhalten $1.000 Nennbetrag neuer Noten für jede $1.000 alten Noten. Das Austauschangebot erfordert eine Mindestbeteiligung von 80% des gesamten Nennbetrags und läuft am 21. November 2024 aus, sofern es nicht verlängert wird.

Positive
  • High participation rate of 97.5% in the exchange offer, exceeding the minimum requirement of 80%
  • Successfully extending debt maturity from 2025 to 2026 through the exchange offer
Negative
  • Maintaining high interest rate of 11.00% on the new notes
  • New notes remain as unsecured senior obligations with similar restrictive covenants

Insights

This debt exchange offer represents a significant financial restructuring, with 97.5% of noteholders ($354.4 million) already participating in the early tender. The exchange extends the maturity of Calumet's 11% senior notes from 2025 to 2026, providing additional financial flexibility.

The high participation rate suggests strong creditor support, though at a cost - the early tender premium of $50 per $1,000 principal amount represents additional debt. The redemption terms allowing calls at 101% before May 2025 and at par thereafter provide reasonable refinancing flexibility. The minimum participation threshold of 80% has been comfortably exceeded, indicating likely successful completion.

While this exchange doesn't reduce Calumet's debt burden or interest costs, it does address near-term maturity pressure and demonstrates continued market access, though at high-yield rates reflecting the company's leveraged capital structure.

INDIANAPOLIS, Nov. 6, 2024 /PRNewswire/ -- Calumet, Inc. (NASDAQ: CLMT) (the "Company" or "Calumet") and its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the "Partnership") and Calumet Finance Corp. ("Finance Corp." and, together with the Partnership, the "Issuers"), today announced the early results of the previously announced private exchange offer (the "Exchange Offer") to each Eligible Holder (as defined below) of their 11.00% Senior Notes due 2025 (the "Old Notes") to exchange any and all of the Old Notes for newly issued 11.00% Senior Notes due 2026 (the "New Notes"), upon the terms and subject to the conditions set forth in the confidential offering memorandum, dated October 23, 2024 (the "Offering Memorandum").

As of 5:00 p.m., New York City time, on November 5, 2024 (such time and date, the "Early Tender Time"), an aggregate of $354,399,000 principal amount of the Old Notes, representing approximately 97.5% of the outstanding Old Notes, had been validly tendered and not validly withdrawn, according to information provided by the information and exchange agent for the Exchange Offer.

The following table sets forth the consideration offered to Eligible Holders of the Old Notes in the Exchange Offer:

Title of Notes


CUSIP Numbers /
ISIN


Aggregate
Principal
Amount of Old
Notes


Base Exchange
Consideration(1)


Early Exchange
Premium(1)


Early Exchange
Consideration(1)(2)

11.00% Senior
Notes due 2025


131477AT8 /
U13077AJ8
US131477AT87 /
USU13077AJ86


$363,541,000


$950 principal
amount of New
Notes


$50 principal
amount of New
Notes


$1,000 principal
amount of New
Notes












__________________

(1)

Total principal amount of New Notes for each $1,000 principal amount of Old Notes tendered and accepted for exchange.



(2)

Includes the Base Exchange Consideration and the Early Exchange Premium.

The New Notes will have an interest rate of 11.00% per annum and will mature on April 15, 2026. The New Notes and the related guarantees will be general unsecured senior obligations, will rank equally in right of payment with all of the Issuers' existing and future senior indebtedness, including the Old Notes, will be effectively subordinated to all of the Issuers' and the guarantors' existing and future secured debt to the extent of the value of the collateral and will be structurally subordinated to the indebtedness and other liabilities of the Company's non-guarantor subsidiaries. Prior to May 15, 2025, the New Notes will be redeemable at a redemption price of 101.000% of par. On or after May 15, 2025, the New Notes will be redeemable at par. In addition, the indenture governing the New Notes will contain restrictive covenants and events of default that are substantially the same as the covenants applicable to the Old Notes.

Subject to the tender acceptance procedures described in the Offering Memorandum, promptly after the Expiration Time (as defined below) (such date, the "Settlement Date"), (i) Eligible Holders that tendered their Old Notes at or prior to the Early Tender Time will be eligible to receive the Early Exchange Consideration listed in the table above; and (ii) Eligible Holders tendering their Old Notes after the Early Tender Time and at or prior to 5:00 p.m., New York City time, on November 21, 2024, unless extended (such time and date as it may be extended, the "Expiration Time"), will be eligible to receive the Base Exchange Consideration listed in the table above, in each case, plus accrued and unpaid interest on the Old Notes accepted for exchange to, but not including, the Settlement Date. The Issuers currently expect the Settlement Date to be November 25, 2024.

The Exchange Offer will expire at the Expiration Time, unless extended or earlier terminated by the Issuers in their sole discretion. The Exchange Offer is subject to the satisfaction or waiver of a number of conditions, including a minimum participation condition that at least 80% of the aggregate principal amount of Old Notes outstanding be tendered for exchange in the Exchange Offer, which condition may be waived in the Issuers' sole discretion. The Exchange Offer may be terminated, withdrawn, amended or extended at any time, including if any of the conditions are not satisfied or waived by the Expiration Time.

Tenders of Old Notes in the Exchange Offer may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on November 12, 2024, but not thereafter, subject to limited exceptions, unless such time is extended by the Issuers at their sole discretion.

The Exchange Offer will only be made, and the New Notes are only being offered and issued, to holders of Old Notes who are (a) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (b) non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act (any such holder, an "Eligible Holder"). Only Eligible Holders who have completed and returned an eligibility letter are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer. Eligible Holders of the Old Notes who desire to obtain and complete an eligibility letter should contact the information and exchange agent, D.F. King & Co. Inc., at (800) 515-4479 (toll-free) or (212) 269-5550 (for banks and brokers), email calumet@dfking.com or at the website www.dfking.com/calumet.

Eligible Holders of the Old Notes are urged to carefully read the Offering Memorandum before making any decision with respect to the Exchange Offer. None of the Issuers, the dealer manager, the trustee with respect to the Old Notes and the New Notes and the information and exchange agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders of the Old Notes should exchange their Old Notes for New Notes in the Exchange Offer and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to tender Old Notes in the Exchange Offer and, if so, the principal amount of Old Notes to tender. Requests for copies of the Offering Memorandum may be directed to D.F. King & Co. Inc. at (800) 515-4479 (toll free) or by email to calumet@dfking.com.

The New Notes and the Exchange Offer have not been and will not be registered with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act, or any state or foreign securities laws. The New Notes may not be offered or sold in the United States or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer is not being made to Eligible Holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 statements regarding (i) the timing of the Exchange Offer and the expected participation by certain holders of the Old Notes, (ii) our expectation regarding our business outlook and cash flows, and (iii) our ability to meet our financial commitments, debt service obligations, debt instrument covenants, contingencies and anticipated capital expenditures. 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 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.

 

Cision View original content:https://www.prnewswire.com/news-releases/calumet-announces-early-results-for-its-exchange-offer-for-any-and-all-of-the-outstanding-11-00-senior-notes-due-2025--302297479.html

SOURCE Calumet, Inc.

FAQ

What is the participation rate in Calumet's (CLMT) 2024 exchange offer for 2025 notes?

97.5% of outstanding notes ($354,399,000) were validly tendered by the Early Tender Time on November 5, 2024.

What are the terms of Calumet's (CLMT) new 2026 notes in the exchange offer?

The new notes will maintain an 11.00% interest rate, mature on April 15, 2026, and will be redeemable at 101.000% of par before May 15, 2025, and at par thereafter.

When does Calumet's (CLMT) 2024 exchange offer expire?

The exchange offer expires at 5:00 p.m., New York City time, on November 21, 2024, unless extended.

Calumet, Inc.

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