Calumet, Inc. Reports Material Definitive Agreement & Asset Deal

TL;DR

Calumet inked a big deal & asset transaction on Sept 30th, expect updates.

AI Summary

On September 30, 2024, Calumet, Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also incurred a direct financial obligation or an obligation under an off-balance sheet arrangement. This filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Calumet, Inc., including a material definitive agreement and asset transaction, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and financial obligations, suggesting significant strategic moves that carry inherent business risks.

Key Players & Entities

• Calumet, Inc. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share CLMT The Nasdaq Stock Mar
• $150.0 million — "), for a total purchase price of up to $150.0 million. Calumet Montana received $110.0 millio
• $110.0 million — 150.0 million. Calumet Montana received $110.0 million of the total purchase price on Septembe
• $40.0 million — d the remaining purchase price of up to $40.0 million will be disbursed to the Company at the
• $1.9 million — onthly rental payments of approximately $1.9 million are payable over nine years under the L
• $59.7 million — t to repurchase all Refinery Assets for $59.7 million at the 97 th month of the Lease Agreeme

Filing Documents

• clmt-20240930x8k.htm (8-K) — 48KB
• clmt-20240930xex99d1.htm (EX-99.1) — 12KB
• 0002013745-24-000017.txt ( ) — 186KB
• clmt-20240930.xsd (EX-101.SCH) — 3KB
• clmt-20240930_lab.xml (EX-101.LAB) — 16KB
• clmt-20240930_pre.xml (EX-101.PRE) — 10KB
• clmt-20240930x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Sale and Leaseback Transaction On September 30, 2024, Calumet Montana Refining, LLC ("Calumet Montana"), a subsidiary of Calumet, Inc. (the "Company"), entered into a Master Lease Agreement (together with Equipment Schedule No. 1 thereto, the "Lease Agreement") with Stonebriar Commercial Finance LLC ("Stonebriar") related to a sale and leaseback transaction (the "Sale and Leaseback Transaction"). Pursuant to the Sale and Leaseback Transaction, Calumet Montana sold to and leased back from Stonebriar certain equipment comprising the specialty asphalt refinery located in Great Falls, Montana (the "Refinery Assets"), for a total purchase price of up to $150.0 million. Calumet Montana received $110.0 million of the total purchase price on September 30, 2024 and the remaining purchase price of up to $40.0 million will be disbursed to the Company at the closing of a financing contemplated by Montana Renewables, LLC ("MRL"), an unrestricted, non-guarantor subsidiary of Calumet Specialty Products Partners, L.P. (the "Partnership") for purposes of the agreements governing the Partnership's indebtedness. There can be no assurance that such financing will close. The Partnership is a direct subsidiary of the Company. Calumet intends to use the proceeds from the Sale and Leaseback Transaction to repay borrowings outstanding under the Credit Agreement (as defined below). Monthly rental payments of approximately $1.9 million are payable over nine years under the Lease Agreement, beginning on October 1, 2024, which represents a cost of capital of approximately 10.75% per year assuming the total purchase price of $150.0 million is fully drawn. The Lease Agreement provides that, subject to certain conditions described in the Lease Agreement, Calumet Montana may terminate the lease and repurchase all or a part of the Refinery Assets, including the right to repurchase all Refinery Assets for $59.7 million at the 97 th month of

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. To the extent required, the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 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 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 3, 2024, the Company issued a press release announcing the Sale and Leaseback Transaction and certain other matters described under Item 1.01 of this Current Report on Form 8-K, 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 filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release dated October 3, 2024. 104 Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CALUMET, INC. Date: October 3, 2024 By: /s/ Todd Borgmann Name: Todd Borgmann Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR