| Item 1.01 |
Entry into a Material Definitive Agreement. |
Purchase Agreement
On March 12, 2026, Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), Calumet, Inc. (the “Company”), Calumet GP, LLC (the “General Partner”) and certain subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into a purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc. as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), under which they agreed to sell $150.0 million aggregate principal amount of the Issuers’ 9.75% Senior Notes due 2031 (the “Additional Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Additional Notes will mature on February 15, 2031 and will be issued at a price to the public of 105% of the principal amount thereof, plus accrued interest from January 12, 2026, for net proceeds of approximately $154.9 million, after deducting the Initial Purchasers’ discount, estimated offering expenses and accrued interest. The closing of the issuance of the Additional Notes is expected to occur on March 17, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. The Additional Notes will constitute a further issuance of the Issuers’ 9.75% Senior Notes due 2031, of which $405.0 million in aggregate principal amount were issued on January 12, 2026 (the “Existing Notes”). The Additional Notes will form a single series with, and have the same terms (other than the initial offering price) as, the Existing Notes.
Certain of the Initial Purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. The Initial Purchasers have received, or may in the future receive, customary fees and commissions for these transactions. Certain of the Initial Purchasers or their affiliates are lenders under the Company’s revolving credit facility and, therefore, may receive a portion of the net proceeds from the offering of the Additional Notes. Additionally, Bank of America, N.A., an affiliate of one of the Initial Purchasers, is the administrative agent under the Company’s revolving credit facility. The Company has also entered into, in the ordinary course of business, various derivative financial instrument transactions related to its crude oil and natural gas purchases and sales of finished fuel products, including diesel and gasoline crack spread hedges, with certain affiliates of certain of the Initial Purchasers.
The Purchase Agreement contains customary representations, warranties and agreements of the Issuers, the Company, the General Partner and the Subsidiary Guarantors and customary conditions to closing, indemnification rights, obligations of the parties and termination provisions.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 1.1 to this report and is incorporated herein by reference.
Tenth Amendment to the Third Amended and Restated Credit Agreement
On March 12, 2026, the Company entered into the Tenth Amendment to the Third Amended and Restated Credit Agreement (the “Tenth Amendment”), which modifies the Third Amended and Restated Credit Agreement, dated as of February 23, 2018, by and among the General Partner, the Partnership, certain of the Company’s subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, to permit the issuance of, and the incurrence of indebtedness in connection with, the Additional Notes.
The foregoing description of the Tenth Amendment is qualified in its entirety by reference to the full text of the Tenth Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
On March 12, 2026, the Company issued a press release announcing the pricing of the Additional Notes described in Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
