Calumet Announces Settlement of its Exchange Offer for any and all of the Outstanding 11.00% Senior Notes due 2025 and Issues Notice of Full Redemption for the Remaining 11.00% Senior Notes due 2025

Rhea-AI Summary

Calumet announced the final settlement of its private exchange offer for 11.00% Senior Notes due 2025. The company successfully exchanged $354,399,000 principal amount of Old Notes for New Notes due 2026. Following the exchange, $9,142,000 of Old Notes remain outstanding, which Calumet plans to fully redeem on December 10, 2024, at par value plus accrued interest. The New Notes and Exchange Offer were not registered with the SEC and are subject to certain regulatory restrictions.

Positive

• Successfully exchanged $354.4M of 2025 notes for 2026 notes, extending debt maturity
• Full redemption of remaining $9.1M outstanding notes, indicating strong liquidity position

Negative

• Maintains same 11.00% interest rate on new notes, suggesting no improvement in borrowing costs

Insights

Financial Analyst

This debt restructuring represents a significant financial maneuver for Calumet. The company is effectively extending the maturity of $354.4 million in debt from 2025 to 2026 through the exchange offer, while planning to redeem the remaining $9.1 million in old notes. The interest rate remains unchanged at 11%, suggesting the company couldn't negotiate better terms despite the current high-rate environment.

The transaction provides Calumet with additional financial flexibility by pushing out debt maturities, though the high interest rate continues to be a significant burden on cash flow. This refinancing helps address near-term debt obligations but doesn't fundamentally improve the company's cost of capital or leverage position. The full redemption of remaining notes at par indicates sufficient liquidity for the $9.1 million cash outlay.

Legal Expert

The structured nature of this exchange offer carefully navigates securities law requirements. By conducting it as a private exchange to certain holders, Calumet avoids SEC registration requirements under the Securities Act while still achieving its refinancing objectives. The explicit disclaimers and jurisdictional limitations demonstrate proper compliance with securities regulations.

The redemption notice for remaining notes follows standard procedures with Wilmington Trust as trustee, ensuring proper execution of noteholder rights. This dual-track approach of exchange offer plus redemption effectively ensures complete refinancing of the 2025 notes while maintaining legal compliance throughout the process.

INDIANAPOLIS, Nov. 25, 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 final settlement of the previously announced private exchange offer (the "Exchange Offer") to certain holders 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").

On November 21, 2024, the Issuers accepted tenders from holders of an aggregate of $354,399,000 principal amount of Old Notes for consideration consisting of an aggregate of $354,399,000 principal amount of New Notes. Following the settlement of the Exchange Offer, an aggregate of $9,142,000 principal amount of the Old Notes remain outstanding.

Calumet also announced today that it has delivered a notice of full redemption for all of the Old Notes that remain outstanding at a redemption price of par, plus accrued and unpaid interest to, but not including, the redemption date. The redemption date for the Old Notes provided in the notice of full redemption is December 10, 2024. Wilmington Trust, National Association is the trustee for the Old Notes and is serving as the paying agent for the redemption.

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 of 1933, as amended (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 was not made to 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 expected redemption of the remaining 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.

View original content:https://www.prnewswire.com/news-releases/calumet-announces-settlement-of-its-exchange-offer-for-any-and-all-of-the-outstanding-11-00-senior-notes-due-2025-and-issues-notice-of-full-redemption-for-the-remaining-11-00-senior-notes-due-2025--302315834.html

SOURCE Calumet, Inc.

FAQ

What is the principal amount of Calumet's (CLMT) Old Notes exchanged in November 2024?

$354,399,000 principal amount of 11.00% Senior Notes due 2025 were exchanged for new notes due 2026.

When will Calumet (CLMT) redeem the remaining 2025 Senior Notes?

Calumet will redeem the remaining $9,142,000 of 2025 Senior Notes on December 10, 2024.

What is the interest rate on Calumet's (CLMT) new 2026 Senior Notes?

The new 2026 Senior Notes carry an interest rate of 11.00%, the same as the old 2025 notes.