The consummation of the Transaction is subject to certain customary mutual conditions, including (i) the absence of any governmental order or law prohibiting the Transaction, (ii) the effectiveness of a registration statement on Form S-4 (the “Form S-4”) to be filed by New Calumet with respect to the registration of the shares of Common Stock to be issued in the Transaction, (iii) obtaining of any consent or approval of any governmental authority required to be obtained pursuant to applicable antitrust laws and all termination or expiration of waiting periods imposed by any governmental authority necessary for the consummation of the Transaction, and (iv) approval for the listing of the Common Stock on the Nasdaq Stock Market LLC, subject to official notice of issuance. The obligation of each party to consummate the Transaction is also conditioned upon the parties’ compliance with their applicable pre-closing obligations under the Restructuring Agreement, the accuracy of the representations and warranties as of the date of the closing (subject to customary materiality qualifiers) and the delivery of closing certificates signed by authorized persons of the Partnership and the Sponsor Parties (as defined in the Restructuring Agreement), as applicable.
The Restructuring Agreement contains certain termination rights that may be exercised by either the Partnership or the Sponsor Parties, including in the event that (i) the parties agree by mutual written consent to terminate the Restructuring Agreement, (ii) the conclusion of the special meeting of the Partnership’s unitholders called to approve the Transaction and related matters without obtaining the required unitholder approvals, (iii) any injunction or other order, decree, decision, determination or judgment permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction having become final and non-appealable, (iv) a breach of certain representations, warranties, covenants or agreements made by the other party, which breach or failure to perform is not curable or has not been cured by the earlier of the date that is 180 days after the execution of the Conversion Agreement (the “Termination Date”) and 45 days following receipt of notice by such other party of such breach or failure, or (v) the Restructuring is not consummated by the Termination Date.
The foregoing description of the Restructuring Agreement is not complete and is qualified in its entirety by reference to the complete text of the Restructuring Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On November 9, 2023, the Partnership issued a press release announcing the execution of the Restructuring Agreement. In addition, the Partnership provided an overview of the Transaction in its third quarter 2023 earnings presentation. Copies of the press release and earnings presentation are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
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 Transaction. The proposed Transaction will be submitted to the Partnership’s unitholders for their consideration. In connection with the proposed Transaction, New Calumet is expected to file with the SEC 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 Transaction 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 equityholders in connection with the completion of the proposed Transaction. The Partnership and New Calumet may file other relevant documents with the SEC regarding the proposed Transaction. 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 TRANSACTION, INVESTORS AND UNITHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION (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 TRANSACTION.
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.
