Calumet Announces $350 Million Private Placement of Senior Notes due 2031 and Issues Notices of Conditional Redemption for All of the Outstanding 11.00% Senior Notes due 2026 and $275 Million of the Outstanding 8.125% Senior Notes due 2027

Rhea-AI Summary

Calumet (NASDAQ: CLMT) announced a proposed private placement of $350 million aggregate principal amount of senior unsecured notes due 2031 to fund conditional redemptions of all outstanding 11.00% Senior Notes due 2026 and $275 million of outstanding 8.125% Senior Notes due 2027. The Issuers delivered notices of conditional redemption with redemption dates of January 21, 2026 for the 2026 notes and January 16, 2026 for the 2027 notes.

The redemptions are conditioned on completion, on or before the applicable redemption dates, of an offering of at least $325 million aggregate principal amount of the Issuers' senior debt securities; if the condition is not met, the redemptions will be revoked and the notes will remain outstanding.

Positive

• Proposed $350M senior notes due 2031
• Plans to redeem higher coupon 2026 and 2027 notes
• Redemptions could lower annual cash interest expense if executed

Negative

• Redemptions conditioned on at least $325M offering completion
• Potential refinancing risk if private placement market conditions weaken

News Market Reaction

+0.36%

1 alert

+0.36% News Effect

On the day this news was published, CLMT gained 0.36%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

New senior notes: $350 million Coupon 2026 notes: 11.00% Coupon 2027 notes: 8.125% +5 more

8 metrics

New senior notes $350 million Aggregate principal amount of senior unsecured notes due 2031 in private placement

Coupon 2026 notes 11.00% Interest rate on outstanding Senior Notes due 2026 targeted for redemption

Coupon 2027 notes 8.125% Interest rate on Senior Notes due 2027 of which $275 million to be redeemed

2027 notes redeemed $275 million Aggregate principal amount of 8.125% Senior Notes due 2027 subject to conditional redemption

Minimum new debt $325 million Minimum aggregate principal amount of senior debt securities required to complete redemptions

2026 notes maturity 2026 Maturity year of 11.00% Senior Notes to be fully redeemed

2027 notes maturity 2027 Maturity year of 8.125% Senior Notes partially redeemed

Redemption dates Jan 16 & Jan 21, 2026 Conditional redemption dates for 2027 and 2026 notes, respectively

Market Reality Check

Price: $20.74 Vol: Volume 1,884,758 is 2.95x...

high vol

$20.74 Last Close

Volume Volume 1,884,758 is 2.95x the 20-day average of 638,664, indicating elevated trading interest ahead of this debt transaction. high

Technical Shares at $19.52 are trading above the 200-day MA of $16.07 and about 17.81% below the $23.75 52-week high.

Peers on Argus

Peers in specialty/petro-chemicals show mixed, mostly modest moves (e.g., SCL +1...

Peers in specialty/petro-chemicals show mixed, mostly modest moves (e.g., SCL +1.26%, KRO +3.33%, ODC -0.19%), and no peers appeared in momentum scans, suggesting this debt refinancing news is primarily stock-specific.

Historical Context

5 past events · Latest: Jan 02 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 02	Conference attendance	Neutral	-1.6%	Announcement of attendance at Goldman Sachs energy-focused conference.
Dec 08	Conference attendance	Neutral	+2.1%	Plan to attend Wells Fargo energy and power symposium.
Nov 25	Conference attendance	Neutral	+2.6%	Participation in Bank of America leveraged finance conference.
Nov 11	Conference attendance	Neutral	+0.7%	Attendance at T.D. Cowen energy conference with investor meetings.
Nov 07	Conference attendance	Neutral	-0.2%	Planned presence at Bank of America global energy conference.

Pattern Detected

Recent headlines have been mainly conference attendance with small, mixed price reactions, suggesting limited directional impact from routine news items.

Recent Company History

Over the last few months, Calumet’s news flow has centered on investor conference participation, including events hosted by Goldman Sachs, Wells Fargo, Bank of America, and T.D. Cowen. Price reactions to these updates ranged from about -1.61% to +2.59%, indicating modest market sensitivity to such routine communications. Compared with today’s private placement and debt redemption announcement, prior items focused more on investor outreach than on capital structure changes or balance sheet actions.

Market Pulse Summary

This announcement details a capital-structure move: a $350 million private placement of senior notes...

Analysis

This announcement details a capital-structure move: a $350 million private placement of senior notes due 2031, alongside conditional redemptions of all 11.00% 2026 notes and $275 million of 8.125% 2027 notes. The redemptions depend on completing at least $325 million of new senior debt. Historically, Calumet has used private placements to refinance 2026 notes. Investors may track closing of the offering, final terms of the new notes, and subsequent updates on overall indebtedness and interest expense.

Key Terms

private placement, senior notes, Rule 144A, Regulation S, +3 more

7 terms

private placement financial

"intend to offer (the "Offering") for sale to eligible purchasers in a private placement under Rule 144A"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

senior notes financial

"$350 million in aggregate principal amount of senior unsecured notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Rule 144A regulatory

"private placement under Rule 144A and Regulation S under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"private placement under Rule 144A and Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

redemption price of par financial

"at a redemption price of par, plus accrued and unpaid interest"

Redemption price of par is the amount a bondholder receives when a bond is repaid equal to its original face value, not more or less. Think of it like a lender being paid back exactly the same amount they lent, so investors know whether they will get a premium or a loss relative to what they paid; it directly affects expected cash flow, returns and comparisons with market price.

qualified institutional buyers financial

"offer and sell the securities only to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

trustee financial

"Wilmington Trust, National Association is the trustee (the "Trustee") for the 2026 Notes"

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

AI-generated analysis. Not financial advice.

INDIANAPOLIS, Jan. 6, 2026 /PRNewswire/ -- Calumet, Inc. (NASDAQ: CLMT) (the "Company" or "Calumet") today announced that, subject to market conditions, its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the "Partnership") and Calumet Finance Corp. (together with the Partnership, the "Issuers"), intend to offer (the "Offering") for sale to eligible purchasers in a private placement under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), $350 million in aggregate principal amount of senior unsecured notes due 2031. Calumet intends to use all of the net proceeds from the Offering, together with cash on hand and borrowings under its revolving credit facility, to redeem all of the Issuers' outstanding 11.00% Senior Notes due 2026 (the "2026 Notes") and $275 million aggregate principal amount of the Issuers' outstanding 8.125% Senior Notes due 2027 (the "2027 Notes") (collectively, the "Redemptions").

Calumet also announced today that the Issuers have delivered notices of conditional redemption for (i) all of the outstanding 2026 Notes and (ii) $275 million aggregate principal amount of the outstanding 2027 Notes, in each case, at a redemption price of par, plus accrued and unpaid interest to but not including the applicable redemption date. The redemption date for the 2026 Notes and the 2027 Notes provided in the applicable notice of conditional redemption is January 21, 2026 and January 16, 2026, respectively. The Issuers' obligation to redeem the 2026 Notes and the 2027 Notes is conditioned upon, on or before January 21, 2026 with respect to the 2026 Notes and January 16, 2026 with respect to the 2027 Notes, the completion of an offering of at least $325 million aggregate principal amount of the Issuers' senior debt securities. Calumet will publicly announce and notify the holders of the 2026 Notes, the holders of the 2027 Notes and the Trustee (as defined below) if the foregoing condition is not satisfied, whereupon the Redemptions will be revoked and all of the 2026 Notes and the 2027 Notes will remain outstanding.  Wilmington Trust, National Association is the trustee (the "Trustee") for the 2026 Notes and the 2027 Notes and is serving as the paying agent for the Redemptions.

The securities to be offered will not be, and have not been, registered under the Securities Act, or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Calumet plans to offer and sell the securities only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

This press release does not constitute a notice of redemption with respect to the 2026 Notes or the 2027 Notes. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

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 the Offering and the use of proceeds therefrom and the Redemptions. 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 Securities and Exchange Commission ("SEC"), including the risk factors and other cautionary statements in the latest Annual Report on Form 10-K of the Company and other filings with the SEC by the Company. 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.

 

View original content:https://www.prnewswire.com/news-releases/calumet-announces-350-million-private-placement-of-senior-notes-due-2031-and-issues-notices-of-conditional-redemption-for-all-of-the-outstanding-11-00-senior-notes-due-2026-and-275-million-of-the-outstanding-8-125-senior-notes-302653857.html

SOURCE Calumet, Inc.

FAQ

What did Calumet (CLMT) announce on January 6, 2026 regarding debt refinancing?

Calumet announced a proposed private placement of $350 million senior notes due 2031 to fund conditional redemptions of its 2026 and part of its 2027 notes.

Which Calumet notes are subject to conditional redemption and what are the dates?

All outstanding 11.00% Senior Notes due 2026 and $275M of the 8.125% Senior Notes due 2027 with redemption dates Jan 21, 2026 (2026 notes) and Jan 16, 2026 (2027 notes).

What condition must be met for Calumet (CLMT) redemptions to occur?

The Issuers must complete an offering of at least $325 million aggregate principal amount of senior debt securities on or before the applicable redemption dates.

How will Calumet (CLMT) use proceeds from the $350M 2031 notes?

All net proceeds, plus cash on hand and borrowings, are intended to redeem the specified 2026 notes and $275M of 2027 notes.

If the $325M offering condition fails, what happens to Calumet's 2026 and 2027 notes?

Calumet will publicly announce the condition failure, the conditional redemptions will be revoked, and the 2026 and 2027 notes will remain outstanding.