Subject to the tender acceptance procedures described in the Offering Memorandum, promptly after the Expiration Time (as defined below) (such date, the “Settlement Date”), (i) Eligible Holders that tendered their Old Notes at or prior to the Early Tender Time will be eligible to receive the Early Exchange Consideration listed in the table above; and (ii) Eligible Holders tendering their Old Notes after the Early Tender Time and at or prior to 5:00 p.m., New York City time, on November 21, 2024, unless extended (such time and date as it may be extended, the “Expiration Time”), will be eligible to receive the Base Exchange Consideration listed in the table above, in each case, plus accrued and unpaid interest on the Old Notes accepted for exchange to, but not including, the Settlement Date. The Issuers currently expect the Settlement Date to be November 25, 2024.
The Exchange Offer will expire at the Expiration Time, unless extended or earlier terminated by the Issuers in their sole discretion. The Exchange Offer is subject to the satisfaction or waiver of a number of conditions, including a minimum participation condition that at least 80% of the aggregate principal amount of Old Notes outstanding be tendered for exchange in the Exchange Offer, which condition may be waived in the Issuers’ sole discretion. The Exchange Offer may be terminated, withdrawn, amended or extended at any time, including if any of the conditions are not satisfied or waived by the Expiration Time.
Tenders of Old Notes in the Exchange Offer may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on November 12, 2024, but not thereafter, subject to limited exceptions, unless such time is extended by the Issuers at their sole discretion.
The Exchange Offer will only be made, and the New Notes are only being offered and issued, to holders of Old Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act (any such holder, an “Eligible Holder”). Only Eligible Holders who have completed and returned an eligibility letter are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer. Eligible Holders of the Old Notes who desire to obtain and complete an eligibility letter should contact the information and exchange agent, D.F. King & Co. Inc., at (800) 515-4479 (toll-free) or (212) 269-5550 (for banks and brokers), email calumet@dfking.com or at the website www.dfking.com/calumet.
Eligible Holders of the Old Notes are urged to carefully read the Offering Memorandum before making any decision with respect to the Exchange Offer. None of the Issuers, the dealer manager, the trustee with respect to the Old Notes and the New Notes and the information and exchange agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders of the Old Notes should exchange their Old Notes for New Notes in the Exchange Offer and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to tender Old Notes in the Exchange Offer and, if so, the principal amount of Old Notes to tender. Requests for copies of the Offering Memorandum may be directed to D.F. King & Co. Inc. at (800) 515-4479 (toll free) or by email to calumet@dfking.com.
The New Notes and the Exchange Offer have not been and will not be registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, or any state or foreign securities laws. The New Notes may not be offered or sold in the United States or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer is not
2
