Calumet Announces $65 Million At-the-Market Equity Offering Program
Rhea-AI Summary
Calumet (NASDAQ: CLMT) has announced the establishment of an at-the-market equity offering program (ATM Program) through which it may sell up to $65 million worth of common stock shares. The offering will be conducted through BMO Capital Markets Corp. as the Sales Agent, with shares being sold at prevailing market prices on the Nasdaq Global Select Market or other national securities exchanges.
The company plans to use the net proceeds for general corporate purposes, including debt repayment, working capital, and capital expenditures. The offering is being made under a prospectus supplement dated January 14, 2025, with no minimum fundraising requirement. Sales will be conducted as 'at the market offerings' under Rule 415, with the Sales Agent using commercially reasonable efforts to sell shares designated by Calumet.
Positive
- Flexibility in raising capital through market-based pricing
- No minimum fundraising requirement provides operational flexibility
- Potential debt reduction through proceeds utilization
Negative
- Potential dilution of existing shareholders' equity
- $65 million offering may pressure stock price
- Variable pricing structure creates uncertainty in total shares to be issued
Insights
The announcement of a
The structure provides several advantages:
- Capital can be raised opportunistically when share prices are favorable
- Lower transaction costs compared to traditional equity offerings
- Minimal market impact due to gradual share distribution
The stated use of proceeds for general corporate purposes, including debt repayment and working capital, suggests a focus on balance sheet optimization. This could improve CLMT's financial flexibility and reduce interest expenses, particularly valuable in the current high-rate environment. However, investors should monitor the execution pace and pricing of shares sold through this program, as it represents potential dilution risk.
This ATM program implementation warrants careful consideration of market dynamics. BMO Capital Markets' involvement as the sales agent adds credibility to the offering, but the variable nature of "at-the-market" pricing introduces execution risk. The lack of a minimum fundraising requirement provides flexibility but also uncertainty about the ultimate capital raised.
Key strategic implications include:
- Enhanced financial optionality without immediate balance sheet impact
- Potential improvement in debt-to-equity ratios if proceeds are used for debt reduction
- Gradual market absorption of new shares, potentially minimizing price pressure
For current shareholders, while dilution is a concern, the controlled nature of ATM offerings typically results in better price execution compared to traditional follow-on offerings. The program's size relative to daily trading volume suggests manageable market impact if executed thoughtfully.
Pursuant to the ATM Program, Calumet may issue and sell, at its discretion, the Offered Shares to the public from time to time, at the market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices, in each case on or through the Nasdaq Global Select Market or any other national securities exchange where the Offered Shares may be traded, and, as a result, prices at which the Offered Shares are sold may vary among purchasers and during the period of any distribution.
Pursuant to the terms of the equity distribution agreement (the "Equity Distribution Agreement"), dated January 14, 2025, between Calumet and BMO Capital Markets Corp. (the "Sales Agent"), sales of the Offered Shares, if any, under the ATM Program will be made in sales deemed to be "at the market offerings" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Sales Agent may also sell the Offered Shares by any other method agreed in writing between Calumet and the Sales Agent and permitted by applicable law, including, without limitation, as block transactions. Subject to the terms and conditions of the Equity Distribution Agreement, the Sales Agent will use its commercially reasonable efforts, consistent with normal trading and sales practices and in accordance with applicable law and regulations, to sell on Calumet's behalf all of the Offered Shares designated by Calumet pursuant to a placement notice. There is no minimum amount of funds that must be raised under this offering.
The offering is being made pursuant to a prospectus supplement dated January 14, 2025 to the Company's base prospectus included in its registration statement on Form S-3 filed with the SEC on January 14, 2025. Before making an investment in the Offered Shares, potential investors should read the prospectus supplement and the accompanying base prospectus for more information about Calumet and the ATM Program. Copies of the prospectus supplement, the accompanying base prospectus and the Equity Distribution Agreement are available on the SEC's website at www.sec.gov. Potential investors can request copies of the prospectus supplement and the accompanying base prospectus from the Sales Agent by contacting: BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor,
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 state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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
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 potential distribution of the Offered Shares pursuant to the ATM Program, (ii) the aggregate gross sales price of the Offered Shares which may be issued pursuant to the ATM Program and (iii) the expected use of net proceeds, if any, from the ATM Program. 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 Calumet Specialty Products Partners, L.P. (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.
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SOURCE Calumet, Inc.
FAQ
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