INDIANAPOLIS, Feb. 12,
2024 /PRNewswire/ -- Calumet Specialty Products
Partners, L.P. (NASDAQ: CLMT) ("Calumet," "the Partnership," "we,"
or "us"), announced today that we have entered into an agreement
that sets forth the terms of our previously announced conversion
(the "Conversion") to a new Delaware corporation, Calumet Inc. ("New
Calumet").
As previously announced, on November 9,
2023, Calumet entered into the Partnership Restructuring
Agreement with Calumet GP LLC, the general partner of the
Partnership (the "General Partner"), and The Heritage Group and the
other owners of the General Partner (collectively, the "Sponsor
Parties"), pursuant to which the parties agreed to negotiate and
enter into a Conversion Agreement to, among other things, implement
the terms of the Conversion.
On February 9, 2024, Calumet, the
General Partner, New Calumet, Calumet Merger Sub I LLC, Calumet
Merger Sub II LLC and the Sponsor Parties entered into the
Conversion Agreement (the "Conversion Agreement"). The Board of
Directors of the General Partner (the "Board") has unanimously
approved the terms of the Conversion Agreement. The Board approved
the Conversion Agreement following the recommendation and special
approval of the Conflicts Committee of the Board. New Calumet is
expected to file a registration statement on Form S-4 with the
Securities and Exchange Commission containing a proxy
statement/prospectus that will be used to solicit proxies for the
vote of the Partnership's unitholders in connection with the
Conversion and other matters that will be described more fully in
the proxy statement/prospectus.
"Completion of the conversion agreement is the next step in
Calumet's transformation from an MLP to a C-Corp," said
Todd Borgmann, CEO. "In the
coming months, we expect to file the S-4 and hold a unitholder
vote, with an ultimate target of mid-year for completing the
conversion. 2024 is a pivotal year for Calumet, filled with
near-term catalysts that could create meaningful shareholder
value. I thank our General Partner and Conflicts Committee
for laying the groundwork for this conversion which will enable
more investors to participate in the Calumet opportunity."
For more information and for further details, please see the
Form 8-K that will be filed with the Securities and Exchange
Commission.
Conditions to Closing and Tax Treatment
Completion of the Conversion is subject to customary conditions
including the approval by the Partnership's unitholders at a
special meeting and the customary closing conditions of the
associated agreements having been satisfied or waived. The
Conversion is intended to be tax-free to the Partnership's
unitholders subject to potential recapture for some unitholders as
a result of the change in tax status from a partnership to a
C-Corporation. The Conversion is expected to close within
approximately six months from the execution of the Conversion
Agreement.
About Calumet
Calumet 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.
Additional Information and Where to Find It
This communication relates to the proposed corporate
reorganization between the Partnership and New Calumet. This
communication may be deemed to be solicitation material in respect
of the proposed Conversion. The proposed Conversion will be
submitted to the Partnership's unitholders for their consideration.
In connection with the proposed Conversion, New Calumet is expected
to file with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 (the "Form S‑4") containing a
proxy statement/prospectus (the "Proxy Statement/Prospectus") to be
distributed to the Partnership's unitholders in connection with the
Partnership's solicitation of proxies for the vote of the
Partnership's unitholders in connection with the proposed
Conversion and other matters as described in such Proxy
Statement/Prospectus. The Proxy Statement/Prospectus will also
serve as the prospectus relating to the offer of the securities to
be issued to the Partnership's equity holders in connection with
the completion of the proposed Conversion. The Partnership and New
Calumet may file other relevant documents with the SEC regarding
the proposed Conversion. The definitive Proxy Statement/Prospectus
will be mailed to the Partnership's unitholders when available.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED CONVERSION, INVESTORS AND UNITHOLDERS AND OTHER INTERESTED
PERSONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED CONVERSION (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED CONVERSION.
The Proxy Statement/Prospectus, any amendments or supplements
thereto and other relevant materials, and any other documents filed
by the Partnership or New Calumet with the SEC, may be obtained
once such documents are filed with the SEC free of charge at the
SEC's website at www.sec.gov or free of charge from the
Partnership at www.calumet.com or by directing a written
request to the Partnership at 2780 Waterfront Parkway East Drive,
Indianapolis, Indiana 46214.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of 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. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the Solicitation
The Partnership, the General Partner and certain of the General
Partner's executive officers, directors, other members of
management and employees may, under the rules of the SEC, be deemed
to be "participants" in the solicitation of proxies in connection
with the proposed Conversion. Information regarding the General
Partner's directors and executive officers is available in the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 2022, which was filed
with the SEC on March 15, 2023 (the
"Annual Report"). To the extent that holdings of the Partnership's
securities have changed from the amounts reported in the Annual
Report, such changes have been or will be reflected on Statements
of Changes in Beneficial Ownership on Form 4 filed with the SEC.
These documents may be obtained free of charge from the sources
indicated above. Information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Form S-4, the Proxy Statement/Prospectus and other relevant
materials relating to the proposed Conversion to be filed with the
SEC when they become available. Unitholders and other investors
should read the Proxy Statement/Prospectus carefully when it
becomes available before making any voting or investment
decisions.
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 benefits of
the Conversion to the Partnership and its unitholders, (ii) the
anticipated completion of the Conversion and the timing thereof,
(iii) the expected future growth of the reorganized company and
(iv) the plans and objectives of management for future operations.
These forward-looking statements are based on our current
expectations and beliefs concerning future developments and their
potential effect on us. While management believes that these
forward-looking statements are reasonable as and when made, there
can be no assurance that future developments affecting us will be
those that we anticipate. Our forward-looking statements involve
significant risks and uncertainties (some of which are beyond our
control) and assumptions that could cause our actual results to
differ materially from our historical experience and our present
expectations or projections. Known material factors that could
cause actual results to differ materially from those in the
forward-looking statements include: the overall demand for
specialty products, fuels, renewable fuels and other refined
products; the level of foreign and domestic production of crude oil
and refined products; our ability to produce specialty products,
fuel products, and renewable fuel products that meet our customers'
unique and precise specifications; the marketing of alternative and
competing products; the impact of fluctuations and rapid increases
or decreases in crude oil and crack spread prices, including the
resulting impact on our liquidity; the results of our hedging and
other risk management activities; our ability to comply with
financial covenants contained in our debt instruments; the
availability of, and our ability to consummate, acquisition or
combination opportunities and the impact of any completed
acquisitions; labor relations; our access to capital to fund
expansions, acquisitions and our working capital needs and our
ability to obtain debt or equity financing on satisfactory terms;
successful integration and future performance of acquired assets,
businesses or third-party product supply and processing
relationships; our ability to timely and effectively integrate the
operations of acquired businesses or assets, particularly those in
new geographic areas or in new lines of business; environmental
liabilities or events that are not covered by an indemnity,
insurance or existing reserves; maintenance of our credit ratings
and ability to receive open credit lines from our suppliers; demand
for various grades of crude oil and resulting changes in pricing
conditions; fluctuations in refinery capacity; our ability to
access sufficient crude oil supply through long-term or
month-to-month evergreen contracts and on the spot market; the
effects of competition; continued creditworthiness of, and
performance by, counterparties; the impact of current and future
laws, rulings and governmental regulations, including guidance
related to the Dodd-Frank Wall Street Reform and Consumer
Protection Act; the costs of complying with the Renewable Fuel
Standard, including the prices paid for renewable identification
numbers; shortages or cost increases of power supplies, natural
gas, materials or labor; hurricane or other weather interference
with business operations; our ability to access the debt and equity
markets; accidents or other unscheduled shutdowns; and general
economic, market, business or political conditions, including
inflationary pressures, instability in financial institutions, the
prospect of a shutdown of the U.S. federal government, general
economic slowdown or a recession, political tensions, conflicts and
war (such as the ongoing conflicts in Ukraine and the Middle East and their regional and global
ramifications).
For additional information regarding factors that could cause
our actual results to differ from our projected results, please see
our filings with the SEC, including the risk factors and other
cautionary statements in our latest Annual Report on Form 10-K and
other filings with the SEC.
We caution that these statements are not guarantees of future
performance and you should not rely unduly on them, as they involve
risks, uncertainties, and assumptions that we cannot predict. In
addition, we have based many of these forward-looking statements on
assumptions about future events that may prove to be inaccurate.
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. Readers
are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date they are made. 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. Certain public statements
made by us and our representatives on the date hereof may also
contain forward-looking statements, which are qualified in their
entirety by the cautionary statements contained above.
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SOURCE Calumet Specialty Products Partners, L.P.