Calumet Announces Expiration and Final Results for its Exchange Offer for any and all of the Outstanding 11.00% Senior Notes due 2025

Rhea-AI Summary

Calumet announced the completion of its private exchange offer for its 11.00% Senior Notes due 2025. The exchange offer, which expired on November 21, 2024, resulted in holders tendering $354,399,000 principal amount, representing approximately 97.5% of the outstanding Old Notes. The company expects to issue an equal amount of new 11.00% Senior Notes due 2026 in exchange, with settlement anticipated around November 25, 2024.

Positive

• High participation rate of 97.5% in the exchange offer
• Successful extension of debt maturity from 2025 to 2026
• $354,399,000 of debt successfully restructured

Negative

• Maintains same high interest rate of 11.00% on new notes
• No reduction in debt principal amount through the exchange

Insights

Financial Analyst

The successful completion of Calumet's exchange offer represents a significant debt restructuring, with 97.5% of holders participating in exchanging $354.4 million of 2025 notes for new 2026 notes. This high participation rate indicates strong creditor confidence and effectively extends the company's debt maturity profile by one year while maintaining the same 11% interest rate.

The transaction provides Calumet with improved financial flexibility and debt management without increasing interest expenses. However, the unchanged high interest rate of 11% continues to represent significant debt servicing costs, which could impact future cash flows and financial flexibility. The successful exchange reduces near-term refinancing risk but doesn't address the underlying high cost of debt capital.

INDIANAPOLIS, Nov. 22, 2024 /PRNewswire/ -- Calumet, Inc. (NASDAQ: CLMT) (the "Company" or "Calumet") and its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the "Partnership") and Calumet Finance Corp.  ("Finance Corp." and, together with the Partnership, the "Issuers"), today announced the expiration and final results of the previously announced private exchange offer (the "Exchange Offer") to certain holders of their 11.00% Senior Notes due 2025 (the "Old Notes") to exchange any and all of the Old Notes for newly issued 11.00% Senior Notes due 2026 (the "New Notes").

The Exchange Offer expired at 5:00 p.m., New York City time, on November 21, 2024 (such time and date, the "Expiration Time"). As of the Expiration Time, an aggregate of $354,399,000 principal amount of the Old Notes, representing approximately 97.5% of the outstanding Old Notes, had been validly tendered and not validly withdrawn, according to information provided by the information and exchange agent for the Exchange Offer. As of the Expiration Time, all conditions to the Exchange Offer were satisfied or waived by the Issuers.

The Issuers expect the settlement of the Exchange Offer to occur on or about November 25, 2024.  In connection with the settlement of the Exchange Offer, the Issuers expect to accept for exchange an aggregate of $354,399,000 principal amount of Old Notes and to issue an aggregate of $354,399,000 principal amount of New Notes.

The New Notes and the Exchange Offer have not been and will not be registered with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws.  The New Notes may not be offered or sold in the United States or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.  The Exchange Offer was not made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 (i) the expected settlement of the Exchange Offer, (ii) our expectation regarding our business outlook and cash flows, and (iii) our ability to meet our financial commitments, debt service obligations, debt instrument covenants, contingencies and anticipated capital expenditures. 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 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

What was the participation rate in Calumet's (CLMT) 2024 notes exchange offer?

97.5% of the outstanding Old Notes, representing $354,399,000 in principal amount, were validly tendered in the exchange offer.

When will Calumet (CLMT) settle its 2024 notes exchange offer?

Calumet expects to settle the exchange offer on or about November 25, 2024.

What is the interest rate on Calumet's (CLMT) new 2026 notes?

The new 2026 notes will carry an interest rate of 11.00%, the same as the old 2025 notes.

How much in principal amount of new 2026 notes will Calumet (CLMT) issue?

Calumet will issue $354,399,000 in principal amount of new 11.00% Senior Notes due 2026.