Calumet monetizes Shreveport assets, secures $120 m cash infusion

Rhea-AI Filing Summary

Calumet, Inc. (CLMT) filed an 8-K to disclose a $120 million sale-leaseback of its Shreveport refinery fuels terminal, truck rack and related equipment. Subsidiary Calumet Shreveport sold the assets to Stonebriar Commercial Finance and immediately leased them back under a seven-year Master Lease Agreement (Property Schedule No. 2).

• Monthly rent: ≈ $1.8 million, implying a 10.75% annual cost of capital.
• Early buy-out option: after six years for ≈ $42 million.
• The parent company reaffirmed its guaranty of all lease obligations.
• ≈ $40 million of proceeds were applied to retire obligations under the now-terminated 2021 Property Schedule No. 1.

Concurrent amendments were executed to accommodate the new indebtedness and liens:

• Eighth Amendment to the Third Amended & Restated Credit Agreement (Bank of America, N.A. agent).
• Third Amendment to the Monetization Master Agreement with J. Aron & Co.

The transaction creates a new direct financial obligation, adjusts existing credit facilities, and constitutes a disposition and re-acquisition of assets for accounting purposes. Exhibits, including a press release dated July 28 2025, will be filed with the next Form 10-Q.

Positive

• $120 million cash inflow enhances short-term liquidity.
• $40 million debt repayment eliminates prior Stonebriar obligation and related liens.

Negative

• 10.75% effective lease rate adds ≈ $21.6 million in annual fixed payments, above typical secured debt costs.
• New seven-year lease obligation increases long-term liabilities and requires parent guaranty.

Insights

Debt & Lease Analyst

TL;DR: CLMT monetizes Shreveport assets for $120 m but assumes 10.75% lease cost; liquidity up, leverage unchanged.

The sale-leaseback injects $120 million gross cash, of which $40 million retires prior Stonebriar obligations, so net liquidity gain is ≈ $80 million. However, the 10.75% implicit rate exceeds typical secured debt, suggesting limited access to cheaper capital. Monthly payments of $1.8 million add ≈ $21.6 million fixed cost annually. Amendments to the revolver and J. Aron monetization facilities prevent covenant breach, indicating proactive liability management. Overall impact is neutral: liquidity improves, but leverage profile and interest burden rise.

Credit Risk Specialist

TL;DR: Transaction boosts cash yet raises fixed charges; credit effect balanced, outlook unchanged.

Stonebriar’s seven-year lease with a six-year repurchase option (≈ 35% of original sale price) keeps strategic assets operational while realizing cash. Guarantee requirement underscores parent support. Termination of Property Schedule No. 1 cleans legacy exposure, but 10.75% cost signals non-investment-grade borrowing conditions. Revolver and monetization agreement amendments avoid cross-default risk. Given absent earnings data, leverage and coverage metrics cannot be recalculated, so impact is assessed as neutral.

Calumet, Inc. /DE0002013745false00020137452025-07-252025-07-25

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): July 25, 2025

CALUMET, INC.

(Exact name of registrant as specified in its charter)

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Delaware		001-42172		36-5098520
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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1060 N. Capitol Avenue

Suite 6-401

Indianapolis, Indiana 46204

(Address of principal executive offices) (Zip Code)

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Registrant’s telephone number, including area code (317) 328-5660

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

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Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share	​	CLMT	​	The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

Sale and Leaseback Transaction

On July 25, 2025, Calumet Shreveport Refining, LLC (“Calumet Shreveport”), a subsidiary of Calumet, Inc. (the “Company”), entered into a Property Schedule No. 2 (“Property Schedule No. 2”) with Stonebriar Commercial Finance LLC (“Stonebriar”). Property Schedule No. 2 supplements the Master Lease Agreement, dated as of February 12, 2021 (the “Master Lease” and, together with Property Schedule No. 2, the “Lease Agreement”), among Calumet Shreveport and Stonebriar. The Lease Agreement relates to a sale and leaseback transaction (the “Sale and Leaseback Transaction”) whereby Calumet Shreveport sold and leased back certain of its property comprising the Shreveport refinery fuels terminal, truck rack and related piping and equipment for consideration of approximately $120 million. The assets sold and leased back do not include any fuels or specialty production inventory. The Lease Agreement has a seven-year term and requires Calumet Shreveport to make monthly rental payments of approximately $1.8 million, which represents a cost of capital of approximately 10.75% per year. The Lease Agreement provides that, subject to certain conditions, Calumet Shreveport may terminate the lease and repurchase the leased assets after a term of six years for consideration of approximately $42 million. Concurrently with Calumet Shreveport’s entry into the Lease Agreement, the Company reaffirmed a Continuing Guaranty in favor of Stonebriar, pursuant to which the Company guarantees to Stonebriar the performance of Calumet Shreveport’s obligations under the Lease Agreement.

Concurrently with the entry into the Lease Agreement, Calumet Shreveport and Stonebriar terminated Property Schedule No. 1, dated as of February 12, 2021 (“Property Schedule No. 1”), among Calumet Shreveport and Stonebriar. The Company applied approximately $40 million of the proceeds of the Sale and Leaseback Transaction to pay all of Calumet Shreveport’s outstanding obligations under Property Schedule No. 1.

The foregoing description of Property Schedule No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Property Schedule No. 2, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Eighth Amendment to Third Amended and Restated Credit Agreement

On July 25, 2025, in connection with the Sale and Leaseback Transaction, the Company entered into the Eighth Amendment (the “Eighth Amendment”) to the Third Amended and Restated Credit Agreement. The Eighth Amendment amended the Third Amended and Restated Credit Agreement, dated as of February 23, 2018 (the “Credit Agreement”), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P. (the “Partnership”), certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Among other changes, the Eighth Amendment modified the Credit Agreement to permit separately the indebtedness and liens arising from the Sale and Leaseback Transaction as modified by Property Schedule No. 2.

The foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Third Amendment to the Monetization Master Agreement

On July 25, 2025, in connection with the Sale and Leaseback Transaction, the Company entered into the Third Amendment (the “Third Amendment”) to the Monetization Master Agreement with J. Aron & Company LLC (“J. Aron”) and the other parties thereto. The Third Amendment amended the Monetization Master Agreement, dated as of January 17, 2024 (the “Monetization Master Agreement”), among the Partnership, J. Aron and certain subsidiaries of the Partnership. Among other changes, the Third Amendment modified the Monetization Master Agreement to permit separately the indebtedness and liens arising from the Sale and Leaseback Transaction as modified by Property Schedule No. 2.

The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

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Item 1.02 Termination of a Material Definitive Agreement.

The information included in Item 1.01 of this Current Report on Form 8-K related to the termination of Property Schedule No. 1 is incorporated by reference into this Item 1.02.

Item 2.01 Completion of Acquisition or Disposition of Assets.

To the extent required, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit No.			Exhibit Title or Description
99.1			Press release, dated July 28, 2025.
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	CALUMET, INC.
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Date: July 31, 2025	By:	/s/ David Lunin
​	​	Name: David Lunin
​	​	Title: Executive Vice President and Chief Financial Officer

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FAQ

What assets did Calumet (CLMT) sell in the 2025 sale-leaseback?

The Shreveport refinery fuels terminal, truck rack and related piping and equipment were sold to Stonebriar and leased back.

How much cash did Calumet receive from the sale-leaseback?

Approximately $120 million in gross proceeds.

What are the payment terms of the new lease?

Calumet will pay about $1.8 million per month over seven years, reflecting a 10.75% annual cost of capital.

Can Calumet repurchase the assets?

Yes. After six years the company may buy back the assets for roughly $42 million, subject to conditions.

Why were the credit agreement and monetization agreement amended?

The Eighth and Third Amendments permit the additional indebtedness and liens arising from the new Stonebriar lease.