Calumet Announces Pricing of $405 Million Upsized Private Placement of 9.75% Senior Notes due 2031

Rhea-AI Summary

Calumet (NASDAQ: CLMT) priced an upsized private placement of $405 million aggregate principal amount of 9.75% Senior Notes due February 15, 2031, to be issued at 98.996% of par. The Offering was increased from an original $350 million and is expected to close on January 12, 2026, subject to customary conditions. Calumet intends to use net proceeds, cash on hand and borrowings under its revolving credit facility to redeem all outstanding 11.00% Senior Notes due 2026 and 8.125% Senior Notes due 2027. The securities are being offered under Rule 144A and Regulation S and will not be registered under the Securities Act.

Positive

• Offering upsized to $405 million from $350 million
• New 9.75% notes extend debt maturity to Feb 15, 2031
• Proceeds intended to redeem near-term 2026 and 2027 senior notes

Negative

• Notes issued at a discount (98.996% of par)
• New coupon of 9.75% may preserve high interest costs versus lower-rate alternatives
• Redemptions will be funded with proceeds plus borrowings under the revolving credit facility, potentially increasing near-term leverage

Key Figures

Upsized notes amount $405 million Aggregate principal amount of 9.75% Senior Notes due 2031

Coupon rate 9.75% Interest rate on new Senior Notes due 2031

Issue price 98.996% of par Price at which new 2031 notes will be issued

Original offer size $350 million Initial size of 2031 notes offering before upsizing

Legacy coupon 2026 11.00% Coupon on Senior Notes due 2026 to be redeemed

Legacy coupon 2027 8.125% Coupon on Senior Notes due 2027 to be redeemed

Maturity date February 15, 2031 Stated maturity of newly issued Senior Notes

Expected closing January 12, 2026 Anticipated closing date of the private placement

Market Reality Check

$20.13 Last Close

Volume Volume 860,557 is about 20% above the 718,097 share 20-day average. normal

Technical Price $19.77 is trading above the $16.14 200-day moving average.

Peers on Argus

CLMT is up 0.92% with mixed peer moves: SCL up 1.15%, while ECVT, ODC and KRO are down. This pattern points to stock-specific factors rather than a broad sector shift.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Jan 06	Debt private placement	Positive	+0.4%	Announced $350M notes due 2031 to fund redemptions of nearer-term notes.
Jan 05	Preliminary earnings	Neutral	+0.4%	Shared FY2025 loss range, EBITDA outlook and significant debt reduction steps.
Jan 02	Conference participation	Neutral	-1.6%	Planned attendance at Goldman Sachs energy conference and investor meetings.
Dec 08	Conference participation	Neutral	+2.1%	Announced participation in Wells Fargo Energy & Power Symposium and meetings.
Nov 25	Conference participation	Neutral	+2.6%	Outlined plans to attend Bank of America Leveraged Finance Conference.

Pattern Detected

Recent news flow shows frequent capital markets and conference updates. Private placement and refinancing steps have seen modest positive reactions, while routine conference appearances sometimes drew outsized moves in both directions. Overall, price responses to news have been mixed, with several divergences when headlines were largely informational. Today’s note-pricing update continues the balance sheet theme seen in prior private placement announcements and follows preliminary results highlighting debt reduction and liquidity, reinforcing a multi-step capital structure transition.

Recent Company History

Over the last several months, Calumet issued multiple capital markets and investor-relations updates. On Jan 6, 2026 it announced a $350M private placement of notes due 2031 to redeem 2026 and 2027 notes. A day earlier, preliminary FY2025 results outlined a net loss range but highlighted $285–305M Adjusted EBITDA with Tax Attributes and over $220M in restricted debt reduction. Several conference appearances in late 2025 (Wells Fargo, Bank of America, Goldman Sachs) supported investor outreach, with share reactions varying despite largely neutral content.

Market Pulse Summary

This announcement details an upsized $405 million private placement of 9.75% Senior Notes due 2031, priced at 98.996% of par, with proceeds intended to redeem 11.00% 2026 and 8.125% 2027 notes. It continues Calumet’s pattern of using private debt placements to refinance existing obligations. Investors may track completion of the offering, timing of redemptions, and future disclosures on leverage and liquidity to gauge how this step fits into the broader capital structure strategy.

Key Terms

rule 144a regulatory

"priced their private placement (the "Offering") under Rule 144A and Regulation S"

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

"the Offering") 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.

senior notes financial

"aggregate principal amount of 9.75% Senior Notes due 2031 (the "Notes")"

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.

private placement financial

"priced their private placement (the "Offering") under Rule 144A and Regulation S"

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.

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.

regulation s under the securities act regulatory

"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."

Regulation S under the Securities Act is a set of U.S. rules that allow companies to sell securities to investors located outside the United States without registering those sales with the U.S. securities regulator, provided the offerings are not marketed to U.S. residents. For investors this matters because it determines whether a security was issued under an offshore exemption, which affects who can buy it, how easily it can be traded, and which legal protections and reporting rules apply—similar to buying a product that was sold only in a foreign market and may have different rules or support.

forward-looking statements regulatory

"Cautionary Statement Regarding Forward-Looking StatementsCertain statements and information in this press release"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. Not financial advice.

INDIANAPOLIS, Jan. 7, 2026 /PRNewswire/ -- Calumet, Inc. (NASDAQ: CLMT) (the "Company" or "Calumet") today announced that its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the "Partnership") and Calumet Finance Corp. (together with the Partnership, the "Issuers"), priced their private placement (the "Offering") under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"), of $405 million in aggregate principal amount of 9.75% Senior Notes due 2031 (the "Notes"). The Notes mature on February 15, 2031 and will be issued at 98.996% of par. The Offering is expected to close on January 12, 2026, subject to customary closing conditions. The Offering was upsized to $405 million in aggregate principal amount of Notes from the original offering size of $350 million in aggregate principal amount of Notes.

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 all of the Issuers' outstanding 8.125% Senior Notes due 2027 (the "2027 Notes") (collectively, the "Redemptions").

The securities to be sold 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.

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SOURCE Calumet, Inc.

FAQ

What did Calumet (CLMT) announce on January 7, 2026 regarding new debt?

Calumet announced a private placement of $405 million of 9.75% Senior Notes due Feb 15, 2031, issued at 98.996% of par.

When will Calumet's $405 million 9.75% notes close and when do they mature?

The Offering is expected to close on January 12, 2026, and the notes mature on February 15, 2031.

How will Calumet use the proceeds from the CLMT 2031 notes?

Calumet intends to use net proceeds, cash on hand and borrowings under its revolving credit facility to redeem all outstanding 11.00% notes due 2026 and 8.125% notes due 2027.

Will the CLMT 2031 notes be registered for public resale in the U.S.?

No; the securities will not be registered under the Securities Act and are being offered under Rule 144A and Regulation S to qualified institutional buyers and non-U.S. persons.

How did the Offering change from its original size for Calumet (CLMT)?

The Offering was upsized from an original $350 million aggregate principal amount to $405 million.