Calumet Specialty Products Partners, L.P. Announces Early Results for its Exchange Offer and Consent Solicitation

Rhea-AI Summary

Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) has announced early results from its private exchange offer for 7.625% Senior Notes due 2022, allowing holders to exchange their notes for newly issued 9.25% Senior Secured First Lien Notes due 2024. As of July 17, 2020, $308.5 million of the $350 million outstanding 2022 Notes were tendered, making the offer oversubscribed. Eligible holders can receive $1,000 of new notes for every $1,000 of 2022 Notes tendered before the expiration time on July 31, 2020, with a settlement date expected on August 5, 2020.

Positive

• Oversubscribed exchange offer for 2022 Notes indicates strong interest.
• $200 million in new 9.25% Senior Secured First Lien Notes to be issued.

Negative

• Only 0.09% of 2025 Notes holders provided consents needed for amendments, indicating lack of support for proposed changes.

INDIANAPOLIS, July 20, 2020 /PRNewswire/ -- Calumet Specialty Products Partners, L.P. ("Calumet" or the "Company") (NASDAQ: CLMT) and Calumet Finance Corp. ("Finance Corp." and, together with the Company, 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 7.625% Senior Notes due 2022 (the "2022 Notes") to exchange up to $200 million aggregate principal amount of 2022 Notes for up to $200 million aggregate principal amount (the "Maximum Exchange Amount") of newly issued 9.25% Senior Secured First Lien Notes due 2024 (the "New Notes") upon the terms and subject to the conditions set forth in the confidential offering memorandum, dated July 6, 2020 (the "Offering Memorandum").

The table below sets forth the early results of the Exchange Offer, according to information provided by the tender agent, as of 5:00 p.m., New York City time, on July 17, 2020 (such time and date, the "Early Tender Time"):

Title of Notes	CUSIP No. / ISIN	Aggregate Principal Amount of 2022 Notes Outstanding	Principal Amount of Notes Tendered	Early Exchange Consideration(1)
7.625% Senior Notes due 2022	131477AL5 / US131477AL51	$350,000,000	$308,529,000	$1,000 principal amount of New Notes

(1)	Total principal amount of New Notes for each $1,000 principal amount of 2022 Notes tendered and accepted for exchange.

The Issuers will accept 2022 Notes validly tendered by Eligible Holders (and not validly withdrawn) prior to the Expiration Time (as defined below) up to the Maximum Exchange Amount. Based on the principal amount of 2022 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time, the Exchange Offer is oversubscribed. 2022 Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time will have no priority in acceptance over 2022 Notes validly tendered (and not validly withdrawn) after the Early Tender Time. The Issuers will accept 2022 Notes on a prorated basis.

Subject to the tender acceptance and proration procedures described in the Offering Memorandum promptly after the Expiration Time (such date, the "Settlement Date"), (i) Eligible Holders tendering their 2022 Notes at or prior to the Early Tender Time will be eligible to receive $1,000 principal amount of New Notes for each $1,000 principal amount of 2022 Notes tendered for exchange (the "Early Exchange Consideration") and (ii) Eligible Holders tendering their 2022 Notes after the Early Tender Time and at or prior to 11:59 p.m., New York City time, on July 31, 2020, unless extended (such time and date as it may be extended, the "Expiration Time"), will be eligible to receive $950 principal amount of New Notes for each $1,000 principal amount of 2022 Notes accepted for exchange, in each case, plus accrued and unpaid interest on the 2022 Notes accepted for exchange to, but not including, the Settlement Date. The Issuers currently expect the Settlement Date to be August 5, 2020.

As of 5:00 p.m., New York City time, on July 17, 2020, an aggregate of $500,000 principal amount of the 2025 Notes (as defined below), representing 0.09% of the outstanding 2025 Notes, validly delivered consents ("Consents") in the Issuers' previously announced consent solicitation (the "Consent Solicitation") to solicit Consents from holders of their outstanding 11.00% Senior Notes due 2025 (the "2025 Notes") to certain proposed amendments to the indenture governing the 2025 Notes (the "2025 Notes Indenture"), to allow for the Issuers to consummate the Exchange Offer, upon the terms and subject to the conditions set forth in the confidential consent solicitation statement, dated July 6, 2020 (the "Consent Solicitation Statement"). As a result, the Issuers have not received the Consents necessary to amend and supplement the 2025 Notes Indenture as of 5:00 p.m., New York City time, on July 17, 2020.

Holders of the 2025 Notes who validly deliver (and do not validly revoke) Consents at or prior to 11:59 p.m., New York City time, on July 31, 2020, unless extended (each such holder, a "Consenting Holder"), will receive cash consideration equal to $2.50 per $1,000 in principal amount of 2025 Notes (the "Consent Fee") for which such Consenting Holders validly deliver (and do not validly revoke) a Consent. The payment of the Consent Fee is subject to the terms and conditions of the Consent Solicitation.

Following consummation of the Exchange Offer and the Consent Solicitation, the 2022 Notes held by holders whose 2022 Notes are not accepted for exchange in the Exchange Offer will rank effectively junior to the New Notes to the extent of the value of the collateral securing the New Notes. The Exchange Offer and the Consent Solicitation may be terminated, withdrawn, amended or extended at any time and for any reason.

The Exchange Offer and Consent Solicitation will expire at the Expiration Time, unless extended or earlier terminated by the Issuers in their sole discretion. The Exchange Offer and Consent Solicitation are subject to the satisfaction or waiver of certain conditions as described in the Offering Memorandum and Consent Solicitation Statement. The withdrawal deadline was 5:00 p.m., New York City time, on July 17, 2020. As a result, validly tendered 2022 Notes in the Exchange Offer and Consents that have been validly delivered in the Consent Solicitation may no longer be withdrawn or revoked, subject to applicable law.

The Exchange Offer will only be made, and the New Notes are only being offered and issued, to holders of 2022 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) not "U.S. persons" as defined in Rule 902 under the Securities Act and are 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 2022 Notes who desire to obtain and complete an eligibility letter should contact the information agent 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 2022 Notes and 2025 Notes are urged to carefully read the Offering Memorandum and the Consent Solicitation Statement, respectively, before making any decision with respect to the Exchange Offer or the Consent Solicitation, respectively. None of the Issuers, the dealer manager, the trustee with respect to the 2022 Notes, the 2025 Notes and the New Notes, the information and exchange agent, and information agent and tabulation agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders of the 2022 Notes should exchange their 2022 Notes for New Notes in the Exchange Offer or whether holders of 2025 Notes should deliver Consents in the Consent Solicitation, 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 2022 Notes and, if so, the principal amount of 2022 Notes to tender.

Questions regarding the Consent Solicitation Statement or the Consent Solicitation may be directed to D.F. King & Co. Inc. by phone at (800) 515-4479 (toll free) or (212) 269-5550 (collect) or by e-mail at calumet@dfking.com. Requests for copies of the Offering Memorandum and Consent Solicitation Statement 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 2022 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.

Barclays is acting as the sole dealer manager in the Exchange Offer.

Calumet Specialty Products Partners, L.P.

Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) is a master limited partnership and a leading independent producer of high-quality, specialty hydrocarbon products in North America. Calumet processes crude oil and other feedstocks into customized lubricating oils, solvents and waxes used in consumer, industrial and automotive products; produces fuel products including gasoline, diesel and jet fuel. Calumet is based in Indianapolis, Indiana, and operates ten manufacturing facilities located in northwest Louisiana, northern Montana, western Pennsylvania, New Jersey, Texas, and eastern Missouri.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements and information in this press release may constitute "forward-looking statements." 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 Consent Solicitation and the expected participation by certain holders of 2022 Notes and 2025 Notes, (ii) the effect, impact, potential duration or other implications of the ongoing novel coronavirus pandemic and global crude oil production levels on our business and operations, (iii) our expectation regarding our business outlook and cash flows, (iv) our expectation regarding anticipated capital expenditures and strategic initiatives, and (v) our ability to meet our financial commitments, debt service obligations, 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 management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause our actual results to differ materially from our historical experience and our present expectations. For additional information regarding known material risks, uncertainties and other factors that can affect future results, please see our filings with the SEC, including our latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. 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.

 

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SOURCE Calumet Specialty Products Partners, L.P.

FAQ

What are the early results of Calumet's exchange offer for 2022 Notes?

As of July 17, 2020, Calumet received $308.5 million in tenders for its 7.625% Senior Notes due 2022, making the offer oversubscribed.

What will investors receive if they exchange 2022 Notes?

Investors will receive $1,000 of new 9.25% Senior Secured First Lien Notes for each $1,000 of tendered 2022 Notes.

When is the expiration date for the exchange offer?

The expiration date for the exchange offer is July 31, 2020.

What is the significance of the consent solicitation for 2025 Notes?

The consent solicitation aims to gather approval for amendments to the 2025 Notes Indenture, but only 0.09% of holders have provided consents.

When can investors expect the settlement date for the new notes?

The settlement date for the new notes is expected on August 5, 2020.