UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On June 12, 2023, Calumet Specialty Products Partners, L.P. (the “Partnership”) issued a press release announcing its intention, subject to market conditions, to offer, with its wholly-owned subsidiary Calumet Finance Corp., $325.0 million in aggregate principal amount of Senior Notes due 2028 (the “2028 Notes”) in a private placement to eligible purchasers (the “Offering”). The Partnership intends to use a portion of the net proceeds from the Offering to fund the Tender Offers (as defined below) and to pay any related premiums and expenses, with the remaining net proceeds to be used for general partnership purposes, including debt repayment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On June 12, 2023, the Partnership issued a press release announcing the commencement of its cash tender offers to purchase (i) any and all of its 9.25% Senior Secured First Lien Notes due 2024 and (ii) up to an aggregate principal amount not to exceed $100.0 million (as such amount may be modified by the Partnership in its discretion) of its outstanding 11.00% Senior Notes due 2025, subject to certain conditions (collectively, the “Tender Offers”). A copy of the press release announcing the Tender Offers is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Neither this Current Report on Form 8-K nor the press releases attached as exhibits hereto shall constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The 2028 Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s control. All statements, other than historical facts included in this Current Report on Form 8-K, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Partnership believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Exhibit Title or Description | |
| 99.1 | Press release announcing commencement of the Offering, dated June 12, 2023. | |
| 99.2 | Press release announcing commencement of the Tender Offers, dated June 12, 2023. | |
| 104 | Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document. | |
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.
| CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. | ||||||
| By: | CALUMET GP, LLC, its General Partner | |||||
| June 12, 2023 | By: | /s/ Vincent Donargo | ||||
| Name: | Vincent Donargo | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||