Item 1.01 | Entry into Material Definitive Agreements. |
Inventory Financing Arrangement
On January 17, 2024 (the “Effective Date”), Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet Shreveport Refining, LLC (“Calumet Shreveport”), Calumet Refining, LLC (“Calumet Refining” and, together with Calumet Shreveport, the “Sellers”), each a subsidiary of the Partnership, and J. Aron & Company LLC (“J. Aron”) entered into a Monetization Master Agreement (the “Master Agreement”), and the Sellers and J. Aron entered into a related Financing Agreement (the “Financing Agreement”) and Supply and Offtake Agreement (the “Supply and Offtake Agreement” and, together with the Master Agreement and the Financing Agreement, the “Facility Documents”). Pursuant to the Facility Documents, J. Aron agreed to, among other things, purchase from the Sellers, or extend to the Sellers, financial accommodations secured by crude oil and finished products located at Calumet Shreveport’s refinery in Shreveport, Louisiana on the Effective Date and from time to time, up to maximum volumes specified for crude oil and categories of finished products, subject to the Sellers’ repurchase obligations with respect thereto.
The Supply and Offtake Agreement, dated June 19, 2017, among the Partnership, Calumet Shreveport, Calumet Refining and Macquarie Energy North America Trading Inc. (as amended through the date hereof, the “Macquarie S&O Agreement”) terminated on January 17, 2024 pursuant to its terms. The arrangements under the Facility Documents entered into with J. Aron replaced the arrangements under the Macquarie S&O Agreement.
The foregoing descriptions of the Facility Documents are qualified in their entirety by reference to the Master Agreement, the Financing Agreement and the Supply and Offtake Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and which are incorporated by reference herein.
Fourth Amendment to Third Amended and Restated Credit Agreement
On January 17, 2024, the Partnership and its subsidiaries party to the Third Amended and Restated Credit Agreement dated as of February 23, 2018 (as amended an in effect on the date hereof and as further amended or otherwise modified from time to time, the “Credit Agreement”), entered into the Fourth Amendment to Third Amended and Restated Credit Agreement (the “Fourth Amendment”). The Fourth Amendment amended certain covenants and other provisions of the Credit Agreement.
In addition, the Fourth Amendment provides, subject to fulfillment of certain additional conditions precedent, for an increase in the facility size and adjustment to the pricing therefor, and the inclusion of certain refinery assets of Calumet Montana Refining, LLC in the determination of the borrowing base. The Partnership expects to satisfy such additional conditions precedent on or before February 15, 2024, although there can be no assurances that such conditions precedent will be satisfied by such date or at all.
The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the copy thereof attached hereto as Exhibit 10.4, which is incorporated by reference herein.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On January 23, 2024, the Partnership issued a press release announcing the matters described under Item 1.01 of this report, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, 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
