The Notes tendered at or prior to the Early Tender Date will be accepted for purchase with priority over the Notes tendered after the Early Tender Date, but at or prior to the Expiration Date. Notes validly tendered may not be withdrawn after 5:00 p.m., New York City time, on June 26, 2023 (such date and time, as the same may be extended or early terminated, the “Withdrawal Date”), except as may be required by law.
Acceptance for tenders of the 2025 Notes may be subject to proration if the aggregate principal amount of the 2025 Notes validly tendered and not validly withdrawn is greater than the Tender Cap. Furthermore, if the Offer to purchase 2025 Notes is fully subscribed as of the Early Tender Date, holders who validly tender 2025 Notes after the Early Tender Date will not have any of their 2025 Notes accepted for purchase and there will be no Final Settlement Date for the 2025 Notes.
Calumet reserves the right, but is under no obligation, to increase the Tender Cap at any time, subject to compliance with applicable law. If Calumet increases the Tender Cap, it does not expect to extend the Withdrawal Date, subject to applicable law.
The completion of the Offers is subject to a number of conditions that are set forth in the Offer to Purchase, including, among other things, the successful completion by Calumet of a new senior notes offering with gross proceeds of at least $325 million, with settlement on or before the Early Settlement Date (the “Financing Condition”). The Offers are not conditioned on any minimum amount of Notes being tendered.
The terms and conditions of the Offers, including Calumet’s obligation to accept the Notes tendered and pay the purchase price therefor, are set forth in the Offer to Purchase. Calumet may, at its own discretion, amend, extend or, subject to certain conditions, terminate any of the Offers.
Following the consummation or termination of the Offer to purchase the 2024 Secured Notes, and assuming the satisfaction of the Financing Condition, Calumet intends to redeem, on or after July 15, 2023, any amount of 2024 Secured Notes that remain outstanding at par, plus accrued and unpaid interest to, but not including, the redemption date.
Calumet has retained BofA Securities as dealer manager. Questions regarding the Tender Offer may be directed to BofA Securities at +1 (888) 292-0070 (toll-free), +1 (646) 743-0698 (collect), or by e-mail at debt_advisory@bofa.com. For questions concerning procedures to tender Notes and to obtain copies of the Offer to Purchase, please contact the Information Agent, D.F. King & Co., Inc., at +1 (800) 992-3086 (toll-free), +1 (212) 269-5550 (collect), or by e-mail at calumet@dfking.com.
This press release does not constitute an offer to purchase or redeem or the solicitation of an offer to sell the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Calumet Specialty Products Partners, L.P.
Calumet Specialty Products Partners, L.P. 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.
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