December 13, 2005
Mr. R. Patrick Murray, II, Vice President and Chief Financial
Officer
Calumet Specialty Products Partners, L.P.
2780 Waterfront
Pkwy E. Drive, Suite 200
Indianapolis, Indiana 46214
Re: Calumet Specialty Products Partners, L.P.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 16, 2005
File No. 333-128880
Dear Mr. Murray:
We have reviewed your filing and response letter dated
November
16, 2005 and have the following comments. Where indicated, we
think
you should revise your document in response to these comments. If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-1
Prospectus Cover Page
1. We reissue prior comment 10 and ask that you remove the amounts
of
the minimum quarterly distribution.
Risk Factors, page 14
2. Eliminate language that tends to mitigate the risk you discuss.
Examples include clauses that begin "although" or "while," such as
the third sentence in the first paragraph under "Our hedging
activities...," the third sentence in the first paragraph under
"Our
business subjects us to inherent risk...." and the sixth sentence
in
the last paragraph under "Our refineries face operating
hazards...."
Instead, focus on the underlying risk and the harm that could
result.
You may provide other details later in your document.
Our Cash Distribution Policy and Restrictions on Distributions,
page
36
Unaudited Pro Forma Cash Available for Distribution, page 41
3. We note that you have added the term "Available Liquidity" to
the
table on page 41 and in other parts of the filing. Define that
term,
explain why you include and clarify how it differs from similar
sounding terms such as "Pro forma cash available for distribution"
and "Estimated cash available for distribution." We note that
term
does not appear in the partnership agreement or glossary.
4. Similarly, you have added a line item on page 41 for
"Consolidated
leverage ratio." Footnote (n) neither defines this term nor
explain
its relevance. It is not defined in the glossary either. Please
revise or advise.
5. Expand footnotes (d) and (e) on page 42 to provide a
reasonably
detailed discussion of your use of derivative instruments or
provide
a cross-reference to such discussion in the prospectus.
Underwriting, page 149
6. We note your response to prior comment 43 and the language that
the representatives propose to include. If accurate, generic
references to members of the staff in the Division as a whole may
be
appropriate, but it appears incorrect to suggest that particular
matters were reviewed by or with the Commission. Please revise or
advise.
7. We note your response to prior comment 44. Please acknowledge
the
effective date of the Securities Offering Reform and its new
treatment of electronic road shows. See Release Nos. 33-8591, 34-
52056 and Securities Act Rule 433 for further guidance.
Unaudited Pro Forma Consolidated Statements of Operations, page F-
4
8. We have reviewed your response to comment 48 in our letter
dated
November 4, 2005. With regard to your response:
(a) Please tell us whether the EPS allocations in your pro forma
statements of operations are consistent with the allocations of
income and loss required by your partnership agreement. We refer
you
to "Allocation of Income, Gain, Loss and Deduction," which appears
on
the top of page 139 of your amended Form S-1. In particular, tell
us
how the allocation of pro forma net loss per unit for the nine
months
ended September 30, 2005, complies with that paragraph.
(b) Please expand Note 3 to the pro forma financial statements to
more fully describe the allocations of earnings between common and
subordinated units and how those allocations relate to the terms
of
the partnership agreement. Additionally, you state, "...we
assumed
that the minimum quarterly distribution was made to all
unitholders
for each quarter during the periods presented..." It appears to
us
that you assumed that the minimum quarterly distribution was made
to
all common unitholders, but not to subordinated unitholders.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Sandra Eisen at (202) 551-3864 or Kimberly
Calder, Assistant Chief Accountant, at (202) 551-3701 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Jason Wynn at (202) 551-3756 or me at
(202)
551-3740 with any other questions. Direct all correspondence to
the
following ZIP code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: S. Eisen
K. Calder
J. Wynn
via facsimile
David Oelman and Catherine Gallagher
Vinson & Elkins L.L.P.
(713) 615-5861
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Mr. R. Patrick Murray, II
Calumet Specialty Products Partners, L.P.
December 13, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010