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 1.01 | Entry into a Material Definitive Agreement. |
On January 12, 2022, Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), Calumet GP, LLC (the “General Partner”) and certain subsidiary guarantors named therein (the “Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc., as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which they agreed to sell $325 million aggregate principal amount of a new series of the Issuers’ 8.125% Senior Notes due 2027 (the “Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Notes will mature on January 15, 2027 and will be issued at par for net proceeds of approximately $319.1 million, after deducting the Initial Purchasers’ discount and estimated offering expenses. The closing of the issuance of the Notes is expected to occur on January 20, 2022, subject to customary closing conditions. 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 (the “2023 Notes”) and pay related expenses.
Certain of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Partnership or its affiliates. Certain of the Initial Purchasers have received, or may in the future receive, customary fees and commissions for these transactions, including fees related to the amendment of the Partnership’s revolving credit facility. Certain of the Initial Purchasers or their affiliates are agents and/or lenders under the Partnership’s revolving credit facility.
The Purchase Agreement contains customary representations, warranties and agreements of the Issuers, the General Partner and the Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On January 12, 2022, the Partnership issued a press release announcing the pricing of the Notes described in Item 1.01 of this report, a copy of which is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Title or Description | |
| 1.1 | Purchase Agreement, dated January 12, 2022, by and among the Partnership, Finance Corp., the General Partner, the Guarantors and the initial purchasers named therein, relating to the offering of the Notes. | |
| 99.1 | Press Release, dated January 12, 2022 announcing the pricing of the Notes. | |
| 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 18, 2022 | By: | /s/ L. Todd Borgmann | ||||
| Name: | L. Todd Borgmann | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||