UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 2.02 | Results of Operations and Financial Condition. |
On January 11, 2022, Calumet Specialty Products Partners, L.P. (the “Partnership”) issued a press release announcing preliminary estimated financial information for the three months ended and as of December 31, 2021, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure. |
On January 12, 2022, the Partnership announced its intent, subject to market conditions, to offer, with its wholly-owned subsidiary Calumet Finance Corp., $300.0 million in aggregate principal amount of senior unsecured notes due 2027 (the “Notes”) in a private placement to eligible purchasers (the “Offering”). In connection with the Offering, the Partnership is providing certain information regarding the Partnership to prospective investors in a preliminary offering memorandum, dated January 12, 2022, and such information is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The Partnership intends to use the net proceeds from the offering of the Notes, together with cash on hand, to redeem all of its outstanding 7.75% Senior Notes due 2023 and pay related expenses.
The information in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On January 12, 2022, the Partnership issued a press release, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference, announcing the Offering.
This press release attached hereto as Exhibit 99.3 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s control. All statements, other than historical facts included in this Current Report on Form 8-K, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Partnership believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Title or Description | |
| 99.1 | Press release announcing preliminary estimated financial information dated January 11, 2022. | |
| 99.2 | Certain information being provided to potential investors in the Offering. | |
| 99.3 | Press release announcing the Offering dated January 12, 2022. | |
| 104 | Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. | ||||||
| By: | CALUMET GP, LLC, its General Partner | |||||
| January 12, 2022 | By: | /s/ L. Todd Borgmann | ||||
| Name: | L. Todd Borgmann | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||