| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 14, 2025, Calumet, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with BMO Capital Markets Corp. (the “Agent”) pursuant to which the Company may sell, from time to time, up to an aggregate offering price of $65.0 million of its common stock, par value $0.01 per share (the “Common Stock”), in an “at-the-market” equity offering program (the “ATM Offering”) through the Agent.
Sales of the Common Stock made pursuant to the Equity Distribution Agreement, if any, may be made at the market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices, in each case on or through the Nasdaq Global Select Market (“Nasdaq”) or any other national securities exchange where the Common Stock may be traded. The Agent may also sell the Common Stock by any other method agreed in writing between the Company and the Agent and permitted by applicable law, including, without limitation, as block transactions. Under the Equity Distribution Agreement, the Company may also sell Common Stock to the Agent as principal for its own account, at a price to be agreed upon at the time of sale. If the Company sells Common Stock to the Agent as principal, the Company will enter into a separate terms agreement with the Agent, and, to the extent required by applicable law, the Company will describe the agreement and the rate of compensation in a separate prospectus supplement. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, but not limited to, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.
The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, conditions to sales of Common Stock, indemnification rights and obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Equity Distribution Agreement were made only for purposes of the Equity Distribution Agreement and as of specific dates, were solely for the benefit of the parties to the Equity Distribution Agreement and are subject to certain limitations contained in the Equity Distribution Agreement.
Any shares of Common Stock issued pursuant to the ATM Offering will be offered and sold pursuant to an effective shelf registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2025 (File No. 333-284267), a base prospectus, dated January 14, 2025, included as part of the Registration Statement, and a prospectus supplement, dated January 14, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01. A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the Common Stock issuable in the ATM Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
On January 14, 2025, the Company announced that, subject to market conditions, its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (together with the Partnership, the “Issuers”), intend to offer $100.0 million in aggregate principal amount of the Issuers’ 9.75% Senior Notes due 2028 (the “New Notes”) in a private placement to eligible purchasers (the “Notes Offering”). In connection with the Notes Offering, the Company is providing certain information regarding the Company to prospective investors in a preliminary offering memorandum, dated January 14, 2025, and such information is furnished as Exhibit 99.1 hereto. The Company intends to use the net proceeds from the Notes Offering to redeem a portion of the Issuers’ outstanding 11.00% Senior Notes due 2026 (the “2026 Notes”) on or before April 15, 2025. The New Notes are a mirror issue to the Issuers’ existing 9.75% Senior Notes due 2028, of which $325.0 million in aggregate principal amount was issued on June 27, 2023 (the “Original Notes”). The New Notes will have substantially identical terms as the Original Notes. However, the New Notes will be issued under a separate indenture and have different CUSIP numbers from the Original Notes.
