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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 2.02 | Results of Operations and Financial Condition. |
On January 14, 2025, Calumet, Inc. (the “Company”) issued a press release announcing preliminary unaudited information related to the Company’s liquidity and select fourth quarter 2024 financial results. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
As previously disclosed, on January 10, 2025, Montana Renewables, LLC (“Montana Renewables”), an unrestricted, non-guarantor subsidiary of the Company, entered into a Loan Guarantee Agreement with the U.S. Department of Energy, which provides for up to $1.44 billion of loans (the “DOE Loan Guarantee”). The DOE Loan Guarantee is structured in two tranches, with the first tranche of approximately $782 million expected to be disbursed to Montana Renewables in January 2025. The second tranche of up to $658 million is expected to be disbursed through a delayed draw construction facility from the beginning of construction through the anticipated completion of the MaxSAF project in 2028, which includes a series of discrete, modular projects to enhance Montana Renewables capability and reduce emissions. Under the MaxSAF project, the Company is targeting to increase sustainable aviation fuel, or SAF, capacity to approximately 150 million gallons per year within two years and approximately 300 million gallons within three to four years. However, the funding may take longer than the Company expects and the funding of both tranches under the DOE Loan Guarantee is subject to a number of factors outside of the Company’s control, including administration changes in the federal government and potential legislative enactments and administrative actions. Furthermore, each tranche of the DOE Loan Guarantee is subject to the achievement of certain milestone conditions. As a result, the Company can provide no assurance on the funding of either tranche under the DOE Loan Guarantee.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Title or Description | |
| 99.1 | Press Release, dated January 14, 2025. | |
| 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, INC. | ||||||
| Date: January 14, 2025 | By: | /s/ David Lunin | ||||
| Name: | David Lunin | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||