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Calumet Specialty Products Partners, L.P. Enters into Support Agreement and Announces Commencement of Exchange Offer for any and all of Outstanding 11.00% Senior Notes due 2025

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Calumet Specialty Products Partners has launched a private exchange offer for its 11.00% Senior Notes due 2025. The company aims to exchange these notes for newly issued 11.00% Senior Notes due 2026, with support from holders of approximately 69% of the outstanding notes. For every $1,000 of old notes, eligible holders can receive $1,000 in new notes if tendered by November 5, 2024, or $950 if tendered after. The exchange offer requires a minimum participation of 80% of aggregate principal amount and expires on November 21, 2024. This move is designed to manage liquidity and extend debt maturity while maintaining the ability to retire the new notes in the near term.

Calumet Specialty Products Partners ha lanciato un'offerta di scambio privata per le sue Note Senior con un tasso d'interesse dell'11,00% in scadenza nel 2025. L'azienda mira a scambiare queste note con nuove Note Senior con un tasso d'interesse dell'11,00% in scadenza nel 2026, con il supporto di detentori che rappresentano circa il 69% delle note in circolazione. Per ogni $1.000 di note vecchie, i detentori idonei possono ricevere $1.000 in nuove note se presentate entro il 5 novembre 2024, oppure $950 se presentate successivamente. L'offerta di scambio richiede una partecipazione minima dell'80% dell'importo principale aggregato e scade il 21 novembre 2024. Questa mossa è progettata per gestire la liquidità e prolungare la scadenza del debito, mantenendo la possibilità di ritirare le nuove note a breve termine.

Calumet Specialty Products Partners ha lanzado una oferta de intercambio privada para sus Notas Senior al 11,00% con vencimiento en 2025. La compañía tiene como objetivo canjear estas notas por nuevas Notas Senior al 11,00% con vencimiento en 2026, con el apoyo de los tenedores de aproximadamente el 69% de las notas en circulación. Por cada $1,000 de notas antiguas, los tenedores elegibles pueden recibir $1,000 en nuevas notas si se presentan antes del 5 de noviembre de 2024, o $950 si se presentan después. La oferta de intercambio requiere una participación mínima del 80% del monto principal agregado y expira el 21 de noviembre de 2024. Este movimiento está diseñado para gestionar la liquidez y extender el vencimiento de la deuda mientras se mantiene la capacidad de retirar las nuevas notas en el corto plazo.

Calumet Specialty Products Partners는 2025년 만기 11.00% 선순위 채권에 대한 사모 교환 제안을 시작했습니다. 회사는 약 69%의 기존 채권 보유자들의 지원을 받아 이 채권을 2026년 만기 새로운 11.00% 선순위 채권으로 교환할 계획입니다. 구 채권 $1,000당 적격 보유자는 2024년 11월 5일까지 제출하면 새로운 채권 $1,000을 받을 수 있으며, 그 이후에는 $950을 받을 수 있습니다. 이 교환 제안은 총 원금의 80% 최소 참여를 요구하며 2024년 11월 21일에 만료됩니다. 이 조치는 유동성을 관리하고 부채 만기를 연장하며 단기적으로 새로운 채권을 상환할 수 있는 능력을 유지하기 위해 설계되었습니다.

Calumet Specialty Products Partners a lancé une offre d'échange privée pour ses Obligations Senior à 11,00% arrivant à échéance en 2025. L'entreprise vise à échanger ces obligations contre de nouvelles Obligations Senior à 11,00% arrivant à échéance en 2026, avec le soutien des détenteurs représentant environ 69% des obligations en circulation. Pour chaque $1.000 d'anciennes obligations, les détenteurs éligibles peuvent recevoir $1.000 en nouvelles obligations s'ils les soumettent d'ici le 5 novembre 2024, ou $950 s'ils les soumettent après cette date. L'offre d'échange nécessite une participation minimale de 80% du montant principal total et expire le 21 novembre 2024. Ce mouvement est conçu pour gérer la liquidité et prolonger l'échéance de la dette tout en maintenant la capacité de racheter les nouvelles obligations à court terme.

Calumet Specialty Products Partners hat ein privates Austauschangebot für seine 11,00% Senior Notes mit Fälligkeit im Jahr 2025 gestartet. Das Unternehmen beabsichtigt, diese Anleihen gegen neu emittierte 11,00% Senior Notes mit Fälligkeit im Jahr 2026 auszutauschen, unterstützt von Inhabern von etwa 69% der ausstehenden Anleihen. Für jede $1.000 alten Anleihen können berechtigte Inhaber $1.000 in neuen Anleihen erhalten, wenn diese bis zum 5. November 2024 eingereicht werden, oder $950, wenn sie später eingereicht werden. Das Austauschangebot erfordert eine minimale Teilnahme von 80% des gesamten Hauptbetrags und läuft am 21. November 2024 ab. Dieser Schritt ist darauf ausgelegt, die Liquidität zu verwalten und die Laufzeit der Schulden zu verlängern und gleichzeitig die Möglichkeit zu erhalten, die neuen Anleihen kurzfristig zurückzuziehen.

Positive
  • Support from 69% of existing noteholders already secured
  • Maintains same 11% interest rate in new notes
  • Early tender premium of $50 per $1,000 principal amount offered
  • Provides debt maturity extension to 2026
Negative
  • Requires high minimum participation of 80% for completion
  • No reduction in interest rate or debt principal amount
  • Early redemption premium of 101% required before May 15, 2025

Insights

This debt restructuring initiative represents a significant financial maneuver for Calumet. The company is offering to exchange $363.54 million of existing 11% Senior Notes due 2025 for new notes with the same interest rate but extended maturity to 2026. With 69% of noteholders already supporting the exchange and requiring 80% participation, the deal appears likely to succeed.

The exchange terms offer $1,000 in new notes for every $1,000 of old notes for early participants, effectively preserving the face value while extending maturity. This maintains the company's interest obligations while providing additional time for potential debt reduction. The redemption feature at 101% before May 2025 and at par thereafter provides flexibility for early debt retirement if market conditions improve.

This transaction demonstrates proactive liability management, though it doesn't reduce the debt burden or interest costs. The high 11% coupon rate reflects the company's substantial leverage position.

INDIANAPOLIS, Oct. 23, 2024 /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. ("Finance Corp." and, together with the Partnership, the "Issuers"), with the support of the holders of a majority of their 11.00% Senior Notes due 2025 (the "Old Notes"), have commenced a private exchange offer (the "Exchange Offer") to each Eligible Holder (as defined below) of their 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").

The purpose of the Exchange Offer is to prudently manage liquidity and upcoming maturities by extending the maturity of the Old Notes to 2026 while preserving the ability to retire the New Notes in the near term, supporting the Company's commitment to reduce its debt balances. The Issuers have entered into a Support Agreement, dated October 23, 2024 (the "Support Agreement") with holders (the "Supporting Holders") of approximately 69% of the aggregate principal amount of outstanding Old Notes. Pursuant to the Support Agreement, the Supporting Holders have agreed to (i) validly tender their Old Notes in the Exchange Offer, (ii) not to withdraw or revoke any Old Notes tendered in the Exchange Offer and (iii) cooperate with and support the Issuers' efforts to consummate the Exchange Offer.

The following table sets forth the consideration to be 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 (such date, the "Settlement Date"), (i) Eligible Holders tendering Old Notes at or prior to 5:00 p.m., New York City time, on November 5, 2024, unless extended (such time and date as it may be extended, 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 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 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 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.

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 of the Supporting Holders, (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-specialty-products-partners-lp-enters-into-support-agreement-and-announces-commencement-of-exchange-offer-for-any-and-all-of-outstanding-11-00-senior-notes-due-2025--302285423.html

SOURCE Calumet, Inc.

FAQ

What is the exchange ratio for Calumet's (CLMT) 2025 notes in the new exchange offer?

Eligible holders will receive $1,000 in new 2026 notes for every $1,000 of 2025 notes if tendered by November 5, 2024 (Early Tender Time), or $950 if tendered after.

When does Calumet's (CLMT) 2025 notes exchange offer expire?

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

What is the minimum participation requirement for Calumet's (CLMT) exchange offer?

The exchange offer requires a minimum participation of 80% of the aggregate principal amount of outstanding 2025 notes, though this condition may be waived.

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

The new 2026 notes will have the same interest rate as the old notes at 11.00% per annum.

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