Cover Page
Cover Page | Mar. 31, 2024 |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | Calumet, Inc. /DE |
Entity Central Index Key | 0002013745 |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 2911 |
Entity Tax Identification Number | 36-5098520 |
Entity Address, Address Line One | 2780 Waterfront Parkway East Drive |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Indianapolis |
Entity Address, State or Province | IN |
Entity Address, Postal Zip Code | 46214 |
City Area Code | 317 |
Local Phone Number | 328-5660 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 2780 Waterfront Parkway East Drive |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Indianapolis |
Entity Address, State or Province | IN |
Entity Address, Postal Zip Code | 46214 |
Contact Personnel Name | Gregory J. Morical |
City Area Code | 317 |
Local Phone Number | 328-5660 |
Balance Sheet
Balance Sheet - USD ($) | Mar. 31, 2024 | Jan. 08, 2024 |
ASSETS | ||
Cash | $ 100 | $ 100 |
Total current assets | 100 | 100 |
Total assets | 100 | 100 |
LIABILITIES AND STOCKHOLDER'S EQUITY | ||
Total liabilities | 0 | 0 |
Commitments and contingencies | ||
Stockholder's equity: | ||
Common Stock, $0.01 par value; 10,000 shares authorized, issued and outstanding at March 31, 2024 | 100 | 100 |
Total stockholder's equity | 100 | 100 |
Total liabilities and stockholder's equity | $ 100 | $ 100 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2024 | Jan. 08, 2024 |
Statement of Financial Position [Abstract] | ||
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock shares authorized | 10,000 | 10,000 |
Common stock, shares, issued | 10,000 | 10,000 |
Common stock, shares, outstanding | 10,000 | 10,000 |
Organization and Background of
Organization and Background of Business | Mar. 31, 2024 | Jan. 08, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Background of Business | (1) Organization and Background of Business Calumet, Inc., or New Calumet, was incorporated on January 8, 2024 as a Delaware corporation. New Calumet was formed for the purpose of effecting the corporate conversion of Calumet Specialty Products Partners, L.P. (“Corporate Conversion”). Concurrent with the Corporate Conversion, New Calumet will serve as the new parent holding company of Calumet Specialty Products Partners, L.P. and its subsidiaries. The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Separate Statements of Operations, Changes in Stockholder’s Equity and Cash Flows have not been presented because New Calumet had no business transactions or activities as of March 31, 2024, except for the initial capitalization of New Calumet which was funded by an affiliate. In this regard, general and administrative costs associated with the formation and daily management of New Calumet have been determined by New Calumet to be insignificant. | (1) Organization and Background of Business Calumet, Inc., or New Calumet, was incorporated on January 8, 2024 as a Delaware corporation. New Calumet was formed for the purpose of effecting the corporate conversion of Calumet Specialty Products Partners, L.P. (“Corporate Conversion”). Concurrent with the Corporate Conversion, New Calumet will serve as the new parent holding company of Calumet Specialty Products Partners, L.P. and its subsidiaries. The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Separate Statements of Operations, Changes in Stockholder’s Equity and Cash Flows have not been presented because New Calumet had no business transactions or activities as of January 8, 2024, except for the initial capitalization of New Calumet which was funded by an affiliate. In this regard, general and administrative costs associated with the formation and daily management of New Calumet have been determined by New Calumet to be insignificant. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | Mar. 31, 2024 | Jan. 08, 2024 |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Estimates The preparation of the balance sheet, in accordance with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the balance sheet and accompanying notes. Actual results could differ from those estimates. (b) Income Taxes New Calumet is a corporation and is subject to U.S. federal and state income taxes. Income taxes are accounted for under the asset and liability method. New Calumet recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which New Calumet operates for the year in which those temporary differences are expected to be recovered or settled. New Calumet recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if New Calumet believes it is more-likely-than-not such net deferred tax assets will not be realized. As of March 31, 2024, there are no income tax related balances reflected in our balance sheet. | (2) Summary of Significant Accounting Policies (a) Estimates The preparation of the balance sheet, in accordance with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the balance (b) Income Taxes New Calumet is a corporation and is subject to U.S. federal and state income taxes. Income taxes are accounted for under the asset and liability method. New Calumet recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which New Calumet operates for the year in which those temporary differences are expected to be recovered or settled. New Calumet recognizes the financial statement effects of a tax position when it is more-likely-than-not, based more-likely-than-not such |
Stockholder's Equity
Stockholder's Equity | Mar. 31, 2024 | Jan. 08, 2024 |
Stockholders' Equity Note [Abstract] | ||
Stockholder's Equity | (3) Stockholder’s Equity New Calumet has authorized share capital of 10,000 shares of common stock with a par value of $0.01 per share. On January 8, 2024, all 10,000 shares were issued and acquired by an affiliate for consideration of $100. Each share has one voting right. | (3) Stockholder’s Equity New Calumet has authorized share capital of 10,000 shares of common stock with a par value of $0.01 per share. On January 8, 2024, all 10,000 shares were issued and acquired by an affiliate for consideration of $100. Each share has one voting right |
Subsequent Events
Subsequent Events | Mar. 31, 2024 | Jan. 08, 2024 |
Subsequent Events [Abstract] | ||
Subsequent Events | (4) Subsequent Events The Company is not aware of any subsequent events which would require recognition or disclosure in the March 31, 2024 financial statement. | (4) Subsequent Events The Company evaluated its January 8, 2024 financial statement for subsequent events through April 19, 2024, the date the financial statement was |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | Mar. 31, 2024 | Jan. 08, 2024 |
Accounting Policies [Abstract] | ||
Estimates | (a) Estimates The preparation of the balance sheet, in accordance with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the balance sheet and accompanying notes. Actual results could differ from those estimates. | (a) Estimates The preparation of the balance sheet, in accordance with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the balance |
Income Taxes | (b) Income Taxes New Calumet is a corporation and is subject to U.S. federal and state income taxes. Income taxes are accounted for under the asset and liability method. New Calumet recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which New Calumet operates for the year in which those temporary differences are expected to be recovered or settled. New Calumet recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if New Calumet believes it is more-likely-than-not such net deferred tax assets will not be realized. As of March 31, 2024, there are no income tax related balances reflected in our balance sheet. | (b) Income Taxes New Calumet is a corporation and is subject to U.S. federal and state income taxes. Income taxes are accounted for under the asset and liability method. New Calumet recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for the taxing jurisdiction in which New Calumet operates for the year in which those temporary differences are expected to be recovered or settled. New Calumet recognizes the financial statement effects of a tax position when it is more-likely-than-not, based more-likely-than-not such |
Organization and Background o_2
Organization and Background of Business - Additional Information (Details) | Mar. 31, 2024 | Jan. 08, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Entity date of incorporation | Jan. 08, 2024 | Jan. 08, 2024 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Details) - USD ($) | Mar. 31, 2024 | Jan. 08, 2024 |
Stockholders' Equity Note [Abstract] | ||
Common stock shares authorized | 10,000 | 10,000 |
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares, issued | 10,000 | 10,000 |
Common stock, value, issued | $ 100 | $ 100 |
Common stock, voting rights | one | one |