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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Calument Inc | NASDAQ:CLMT | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.24 | 1.32% | 18.40 | 14.00 | 24.00 | 18.5299 | 17.09 | 18.08 | 2,005,644 | 05:00:01 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.02 | Termination of a Material Definitive Agreement. |
In connection with the Conversion (as defined below) and effective July 10, 2024, Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet GP, LLC, the general partner of the Partnership (the “General Partner”), and certain subsidiaries of the Partnership entered into a Termination of Omnibus Agreement with The Heritage Group (the “Omnibus Agreement Termination”), pursuant to which they agreed to terminate the Omnibus Agreement, dated as of January 31, 2006, by and among the Partnership, the General Partner, The Heritage Group and the other parties thereto.
The foregoing description of the Omnibus Agreement Termination is not complete and is qualified in its entirety by reference to the complete text of the Omnibus Agreement Termination, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 10, 2024 (the “Closing Date”), the Partnership completed the previously announced transactions contemplated by (i) the Partnership Restructuring Agreement, dated November 9, 2023 (as amended, the “Partnership Restructuring Agreement”), among the Partnership, the General Partner and the other parties thereto, including The Heritage Group (collectively, the “Sponsor Parties”), as amended by the First Amendment to the Restructuring Agreement, dated February 9, 2024, and (ii) the Conversion Agreement, dated February 9, 2024 (as amended, the “Conversion Agreement”), among the Partnership, the General Partner, Calumet, Inc. (“New Calumet”), Calumet Merger Sub I LLC (“Merger Sub I”), Calumet Merger Sub II LLC (“Merger Sub II”) and the Sponsor Parties, as amended by the First Amendment to the Conversion Agreement, dated April 17, 2024 (such transactions, the “Conversion”).
Pursuant to the Conversion Agreement, among other things:
| • | Merger Sub II merged with and into the Partnership (the “Partnership Merger”), with the Partnership continuing as the surviving entity and a wholly owned subsidiary of New Calumet, and all of the common units representing limited partner interests in the Partnership (“Common Units”) were exchanged into the right to receive an equal number of shares of common stock, par value $0.01 per share, of New Calumet (“Common Stock”); and |
| • | Merger Sub I merged with and into the General Partner, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of New Calumet, and all outstanding equity interests of the General Partner were exchanged into the right to receive an aggregate of 5.5 million shares of Common Stock and 2.0 million warrants (the “Warrants”) to purchase Common Stock at an exercise price of $20.00 per share (subject to adjustment) and expiring on July 10, 2027. |
On the Closing Date, New Calumet issued (i) approximately 80.4 million shares of Common Stock to holders of the Common Units immediately before the effective time of the Partnership Merger and (ii) 5.5 million shares of Common Stock and 2.0 million Warrants to the Sponsor Parties, in each case, pursuant to the Partnership Restructuring Agreement and the Conversion Agreement.
It is expected that on July 11, 2024, the first trading day following the Closing Date, the Common Stock will begin trading on The Nasdaq Global Select Market (the “Nasdaq”) under the ticker symbol “CLMT,” which is the same symbol that the Common Units traded under prior to the completion of the Conversion.
Pursuant to the Conversion Agreement, at the effective time of the Partnership Merger, each outstanding phantom unit award granted under the Calumet GP, LLC Amended and Restated Long-Term Incentive Plan, as amended from time to time (each, a “Partnership Phantom Unit Award”), was converted into an award of restricted stock units relating to a number of shares of Common Stock equal to the number of Common Units subject to such Partnership Phantom Unit Award as of immediately prior to the effective time of the Partnership Merger, on substantially the same terms and conditions as were applicable to such Partnership Phantom Unit Award, including payment timing provisions, the form of settlement (i.e., cash or share-settled) and dividend equivalent rights, as applicable.
The foregoing descriptions of the Partnership Restructuring Agreement and the Conversion Agreement do not purport to be complete and are qualified in their entirety by reference to the Partnership Restructuring Agreement, the First Amendment to the Partnership Restructuring Agreement, the Conversion Agreement and the First Amendment to the Conversion Agreement, which are filed as Exhibits 2.1, 2.2, 2.3 and 2.4, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the consummation of the Conversion, the Nasdaq was notified that all outstanding Common Units were exchanged pursuant to the Conversion Agreement into the right to receive an equal number of shares of Common Stock, subject to the terms and conditions of the Conversion Agreement. The Partnership requested that the Nasdaq file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the delisting of the Common Units. The Common Units are expected to be suspended from trading on the Nasdaq prior to the opening of trading on July 11, 2024.
In addition, the Partnership intends to file with the SEC a certification and notice of termination on Form 15 requesting that the Common Units be deregistered under Section 12(g) and 15(d) of the Exchange Act, and that the Partnership’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Common Units be suspended.
| Item 5.01 | Changes in Control of Registrant. |
To the extent required by Item 5.01, the information set forth in Item 2.01 is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the consummation of the Conversion, the Second Amended and Restated Limited Liability Company Agreement of the General Partner was adopted and became effective on the Closing Date (the “Amended LLC Agreement”). Among other things, the Amended LLC Agreement reflects that New Calumet owns all of the issued and outstanding limited liability company interests in the General Partner and became the sole member of the General Partner upon completion of the Conversion.
The foregoing description of the Amended LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended LLC Agreement, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 9, 2024, the Partnership held a special meeting of unitholders (the “Special Meeting”). At the Special Meeting, the unitholders were requested to consider and vote upon:
| • | a proposal to approve the Conversion Agreement, as described under Item 2.01 above (the “Conversion Proposal”); |
| • | a proposal to approve the classification of the New Calumet Board of Directors in accordance with the Amended and Restated Certificate of Incorporation of New Calumet (the “Board Classification Proposal”); |
| • | a proposal to approve the inclusion of the exclusive Delaware forum provision in the Amended and Restated Certificate of Incorporation of New Calumet (the “Forum Selection Proposal”); |
| • | a proposal to approve the Calumet, Inc. Amended and Restated Long-Term Incentive Plan (the “LTIP Proposal”); and |
| • | a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Conversion Proposal (the “Adjournment Proposal” and, together with the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal and the LTIP Proposal, the “Proposals”). |
The approval of each of the Conversion Proposal, the Board Classification Proposal, the Forum Selection Proposal and the Adjournment Proposal required the affirmative vote of holders of a majority of the outstanding Common Units. Approval of the LTIP Proposal required the affirmative vote of holders of a majority of the votes cast (not including abstentions and broker non-votes) by unitholders that were present (in person or by proxy) and entitled to vote at the Special Meeting. The following are the final voting results on the Proposals considered and voted upon at the Special Meeting, each of which is more fully described in the definitive proxy statement/prospectus filed by the Partnership with the SEC on June 7, 2024:
The Conversion Proposal was approved by the following vote:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED | ||
| 55,462,794 | 183,311 | 53,868 |
The Board Classification Proposal was approved by the following vote:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED | ||
| 54,597,850 | 1,044,627 | 57,496 |
The Forum Selection Proposal was approved by the following vote:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED | ||
| 55,035,540 | 587,980 | 76,453 |
The LTIP Proposal was approved by the following vote:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED | ||
| 54,322,777 | 1,217,504 | 159,692 |
The Adjournment Proposal was approved by the following vote:
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED | ||
| 54,913,166 | 700,458 | 86,349 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 SPECIALTY PRODUCTS PARTNERS, L.P. | ||||||
| By: | CALUMET GP, LLC, | |||||
| its General Partner | ||||||
| Date: July 10, 2024 | By: | /s/ Todd Borgmann | ||||
| Name: | Todd Borgmann | |||||
| Title: | President and Chief Executive Officer | |||||
Exhibit 3.1
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CALUMET GP, LLC
A Delaware Limited Liability Company
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CALUMET GP, LLC, a Delaware limited liability company (the “Company”), is adopted, executed and agreed to by the sole member of the Company, effective as of July 10, 2024.
1. FORMATION. The Company has been formed as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (the “Act”).
2. TERM. The Company shall have a perpetual existence.
3. PURPOSES. The purposes of the Company are to carry on any lawful business, purpose or activity for which limited liability companies may be formed under the Act.
4. SOLE MEMBER. Calumet, Inc., a Delaware corporation (the “Sole Member”), is the sole member of the Company.
5. CLASSIFICATION AS A CORPORATION. The Sole Member intends that the Company be classified as an association taxable as a corporation for all U.S. federal and state income tax purposes, and the Sole Member shall consistently treat the Company as an association taxable as a corporation for U.S. federal and state income tax purposes. The Sole Member agrees to timely file IRS Form 8832 to effect the Company’s election to be classified as a corporation effective as of July 10, 2024.
6. AUTHORITY; POWERS AND DUTIES OF THE SOLE MEMBER. The Sole Member shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Sole Member shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Sole Member as set forth in this Agreement. The Sole Member shall have all rights and powers of a manager under the Act, and shall have such authority, rights and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.
7. ELECTION OF OFFICERS; DELEGATION OF AUTHORITY. The Sole Member may, from time to time, designate one or more officers with such titles as may be designated by the Sole Member to act in the name of the Company with such authority as may be delegated to such officers by the Sole Member (each such designated person, an “Officer”). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Sole Member. Any action taken by an Officer designated by the Sole Member pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any officer set forth in this Agreement and any instrument designating such officer and the authority delegated to him or her.
8. EXCULPATION AND INDEMNIFICATION.
| A. | Neither the Sole Member nor any current or former affiliate, member, stockholder, equityholder, officer, director, employee or agent of the Company or the Sole Member (including the executors, heirs, assigns, successors or other legal representatives of any such persons) (collectively, the “Covered Persons”) shall be liable to the Company, the Sole Member or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Covered Person engaged in fraud or intentional malfeasance. |
| B. | To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Covered Person engaged in fraud or intentional malfeasance; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Sole Member shall not have any personal liability on account thereof. |
| C. | To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. |
| D. | A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Sole Member might properly be paid. |
2
| E. | The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Sole Member to replace and eliminate, as applicable, such other duties and liabilities of such Covered Person. |
| F. | Notwithstanding the foregoing provisions of this Section, the Company shall indemnify a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Sole Member; provided, however, that a Covered Person shall be entitled to reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Covered Person to enforce his or her right to indemnity or advancement of expenses under the provisions of this Section to the extent the Covered Person is successful on the merits in such proceeding (or part thereof). |
| G. | The foregoing provisions of this Section shall survive any termination of this Agreement. |
| H. | No amendment, modification or repeal of this Section shall have the effect of limiting or denying any rights under this Section with respect to actions taken or omitted to be taken or proceedings arising prior to any amendment, modification or repeal. |
9. DISSOLUTION. The Company shall dissolve and its affairs shall be wound up pursuant to a written instrument executed by the Sole Member at such time, if any, as the Sole Member may elect and at such time, if any, as the Company shall cease to have any members.
10. GOVERNING LAW. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ANY CONFLICT-OF-LAWS RULES).
11. AMENDMENTS. This Agreement may be modified, altered, supplemented or amended at any time by a written agreement executed and delivered by the Sole Member.
(Remainder of page intentionally left blank. Signature page follows.)
3
IN WITNESS WHEREOF, the undersigned, being the sole member of the Company, has caused this Agreement to be duly executed as of the date first written above.
| CALUMET, INC. | ||
| By: | /s/ Gregory J. Morical | |
| Name: | Gregory J. Morical | |
| Title: | Senior Vice President, General Counsel and Secretary | |
SIGNATURE PAGE TO
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
CALUMET GP, LLC
Exhibit 10.1
Execution Version
TERMINATION OF OMNIBUS AGREEMENT
This Termination of Omnibus Agreement (“Agreement”) is entered into as of July 10, 2024, by and among The Heritage Group, an Indiana general partnership (“THG”), Calumet GP, LLC, a Delaware limited liability company (the “General Partner”), Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Partnership”), Calumet Operating, LLC, a Delaware limited liability company and successor-in-interest to Calumet LP GP, LLC, and Calumet Refining, LLC, a Delaware limited liability company and successor-in-interest to Calumet Lubricants Co., Limited Partnership. The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties (or their applicable predecessors-in-interest) entered into that certain Omnibus Agreement dated as of January 31, 2006 (the “Omnibus Agreement”); and
WHEREAS, pursuant to that certain Conversion Agreement dated as of February 9, 2024, by and among the Partnership, the General Partner, Calumet Merger Sub I LLC, a Delaware limited liability company, Calumet Merger Sub II LLC, a Delaware limited liability company, THG and the other sponsor parties named therein, as amended by that certain First Amendment to Conversion Agreement dated as of April 17, 2024 (the “Conversion Agreement”), the Parties desire to provide for the termination of the Omnibus Agreement at Closing (as defined in the Conversion Agreement).
NOW, THEREFORE, in consideration of mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Termination. Effective upon the consummation of the Closing (as defined in the Conversion Agreement) (such date of the Closing, the “Termination Date”), the Omnibus Agreement shall terminate and be of no further force and effect. In the event the Closing is not consummated as contemplated by the Conversion Agreement, this Agreement shall be revoked and of no further force or effect, and the Omnibus Agreement shall continue in full force and effect.
2. Obligations. There are no outstanding obligations by any Party under the Omnibus Agreement that remain unsatisfied as of the Termination Date.
3. Binding upon Successors and Assigns. This Agreement shall be for the benefit of and be binding upon, the Parties and their respective successors and permitted assigns.
4. Entire Agreement. This Agreement shall constitute the entire agreement and understanding of the Parties on the subject matter hereof.
5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
| CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. | ||
| By: | Calumet GP, LLC, its general partner | |
| By: | /s/ Gregory J. Morical | |
| Name: | Gregory J. Morical | |
| Title: | Senior Vice President, General Counsel and Secretary | |
[Signature Page to Termination of Omnibus Agreement]
| CALUMET GP, LLC | ||
| By: | /s/ Gregory J. Morical | |
| Name: | Gregory J. Morical | |
| Title: | Senior Vice President, General Counsel and Secretary | |
[Signature Page to Termination of Omnibus Agreement]
| CALUMET OPERATING, LLC | ||
| By: | /s/ Gregory J. Morical | |
| Name: | Gregory J. Morical | |
| Title: | Senior Vice President, General Counsel and Secretary | |
[Signature Page to Termination of Omnibus Agreement]
| CALUMET REFINING, LLC | ||
| By: | /s/ Gregory J. Morical | |
| Name: | Gregory J. Morical | |
| Title: | Senior Vice President, General Counsel and Secretary | |
[Signature Page to Termination of Omnibus Agreement]
| THE HERITAGE GROUP | ||
| By: | /s/ Amy Schumacher | |
| Name: | Amy Schumacher | |
| Title: | Chief Executive Officer | |
[Signature Page to Termination of Omnibus Agreement]
Document and Entity Information |
Jul. 09, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001340122 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Jul. 09, 2024 |
| Entity Registrant Name | CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-51734 |
| Entity Tax Identification Number | 35-1811116 |
| Entity Address, Address Line One | 2780 Waterfront Pkwy E. 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 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common units representing limited partner interests |
| Trading Symbol | CLMT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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