Transaction Details
| • | | MRL has acquired Calumet’s existing high-metallurgy hydrocracker and related assets in Great Falls, Montana |
| • | | MRL has closed a 3-year $300 million senior secured convertible term loan issued by Oaktree |
| • | | MRL has closed a $145 million preferred equity investment by Calumet, comprised of $44 million for Renewable Diesel project capital expenditures to date and $101 million of cash |
| • | | MRL designated as an unrestricted subsidiary of Calumet and will operate with its own Board |
| • | | MRL has entered into a tolling agreement with CMR which is expected to net $30 million of cash in excess of cost of service on an annualized basis in return for operating its hydrocracker at Calumet’s direction prior to conversion to renewable production |
| • | | MRL has entered into management services, operating, and other agreements with Calumet to support the continued development and subsequent operation of the Renewable Diesel conversion project |
| • | | MRL signed a $50 million letter of intent with Stonebriar Commercial Finance (“Stonebriar”) to finance a renewable hydrogen plant to maximize renewable diesel production and further reduce carbon intensity (CI) of MRL products |
| • | | MRL signed a letter of intent with Macquarie for renewables inventory financing |
MRL closed on the Oaktree term loan, Calumet preferred equity, and certain related transactions on November 18, 2021. The Stonebriar and Macquarie transactions are expected to close by the first quarter of next year.
For more information, a presentation that accompanies this press release can be accessed in the Investor Relations section of Calumet’s website at www.calumetspecialty.com.
Calumet also announced that it intends to attend the Cowen 2021 Energy Summit on December 1-2, 2021, the BofA Securities Leveraged Finance Conference on December 1-2, 2021, and the Wells Fargo Virtual Midstream, Utility & Renewables Symposium on December 8-9, 2021.
Advisors
Cowen and Company, LLC and Intrepid Partners, LLC acted as financial advisors and Gibson, Dunn & Crutcher LLP served as legal advisor to Calumet. Guggenheim Securities acted as financial advisor and Latham & Watkins, LLP served as legal advisor to Oaktree.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements and information in this press release, may constitute “forward-looking statements.” The words “may,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature, although such words are not necessary. 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. We caution that these statements, including prospects for Renewables or the Specialty Asphalt refinery, benefits of the transaction, future actions (including public market transactions), 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, including risks related to available capital, actions by third parties (including customers, regulators and financing sources), construction, and commodity prices. 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.