8-K - CLMT - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2024

CALUMET, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42172		36-5098520
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1060 N. Capital Avenue

Suite 6-401

Indianapolis , Indiana **** 46204

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code ( 317 ) 328-5660

2780 Waterfront Pkwy E. Drive

Suite 200

Indianapolis, Indiana 46214

(Former name or former address, if changed since last report.)

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
Common Stock, par value $0.01 per share		CLMT		The Nasdaq Stock Market LLC

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 1.01 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 the Lease Agreement. The Company has also guaranteed to Stonebriar the performance of Calumet Montana’s obligations under the Lease Agreement.

The foregoing description of the Lease Agreement is not complete and is qualified in its entirety by reference to the complete text of the Lease Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

Amendment to MRL Equipment Schedules

On September 30, 2024, MRL entered into the Lease Amendment (the “MRL Lease Amendment”) with Stonebriar to amend Equipment Schedule No. 1, dated as of December 30, 2022, Equipment Schedule No. 2, dated as of August 5, 2022, and Equipment Schedule No. 3, dated as of September 29, 2023 (each, an “Equipment Schedule” and, collectively, the “Equipment Schedules”). Each Equipment Schedule sets forth lease terms that incorporate part of that certain Master Lease Agreement, dated as of December 31, 2021, by and among MRL and Stonebriar. The MRL Lease Amendment amended each Equipment Schedule to, among other changes, permit an additional early termination option contingent upon successful additional financing by MRL.

The foregoing description of the MRL Lease Amendment is not complete and is qualified in its entirety by reference to the complete text of the MRL Lease Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

Consent and Sixth Amendment to Third Amended and Restated Credit Agreement

On September 30, 2024, in connection with the Sale and Leaseback Transaction, the Company entered into the Consent and Sixth Amendment (the “Sixth Amendment”) to the Third Amended and Restated Credit Agreement dated February 23, 2018 (the “Credit Agreement”), by and among the Company, Calumet GP, LLC, the Partnership, certain subsidiaries of the Partnership party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. The Sixth Amendment amended the Credit Agreement to, among other changes, (i) permit the Sale and Leaseback Transaction, and (ii) to remove the Refinery Assets from the determination of the borrowing base under the Credit Agreement, on the terms and conditions set forth in the Sixth Amendment.

The foregoing description of the Sixth Amendment is not complete and is qualified in its entirety by reference to the complete text of the Sixth Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

Second Amendment to Monetization Agreement

On September 30, 2024, in connection with the closing of the Sale and Leaseback Transaction, the Company entered into the Second Amendment to the Monetization Master Agreement (the “Second Amendment”) with J. Aron & Company LLC (“J. Aron”) and the other parties thereto, in order to amend the Monetization Master Agreement, dated as of January 17, 2024 (the “Monetization Agreement”) and permit the Sale and Leaseback Transaction.

The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the complete text of the Second Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

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.

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.

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

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

Exhibit 99.1

Calumet Announces New Funding Agreement with Stonebriar

INDIANAPOLIS— (PR NEWSWIRE) — October 3, 2024 — Calumet, Inc. (NASDAQ: CLMT) (the “Company,” “Calumet,” “we,” “our” or “us”) announced today a series of related agreements with Stonebriar Commercial Finance LLC (“Stonebriar”).

●	Our restricted subsidiary Calumet Montana Refining, LLC (“CMR”) entered into a new agreement with Stonebriar in which CMR sold certain of its assets to Stonebriar for $150 million and leased back the same assets (“CMR Funding Agreement”).
●	Our unrestricted subsidiary Montana Renewables, LLC (“MRL”) modified its existing agreements with Stonebriar to allow for their early termination (“MRL Amended Agreements”).
---	---

CMR Funding Agreement. The CMR Funding Agreement has closed and CMR received initial proceeds of $110 million, with the remaining $40 million due upon a future Eligible Capital Event (discussed below). Calumet intends to use the proceeds to reduce outstanding borrowings under its revolving credit facility. This transaction carries an approximate 10.75% cost of capital once fully drawn and offers certain strategic early termination options.

MRL Amended Agreements. The existing sale and leaseback agreements between MRL and Stonebriar encompass MRL’s Renewable Diesel Unit, Renewable Hydrogen Plant, and Pretreatment Unit. These agreements generated $400 million of funding to MRL during 2021 and 2022. The agreements have now been amended to allow for their early termination upon the receipt of proceeds from an Eligible Capital Event including a loan guarantee from the U.S. Department of Energy (“DOE”). There can be no assurance that the Company will be awarded a conditional commitment for a loan guarantee from the DOE or that any DOE-guaranteed loan will be funded. Upon termination, MRL can repurchase all of its assets from Stonebriar for an amount declining with time. If the repurchase occurs on November 1 of this year, it would cost approximately $403 million.

“I’d like to thank Stonebriar for their continued support,” said Todd Borgmann, CEO. “Collectively these agreements provide flexibility for Montana Renewables while allowing Stonebriar to retain a position in Calumet’s capital structure.”

For more information, please see the Form 8-K that will be filed with the Securities and Exchange Commission (the “SEC”).

About Calumet

Calumet, Inc. (NASDAQ: CLMT) manufactures, formulates, and markets a diversified slate of specialty branded products and renewable fuels to customers across a broad range of consumer-facing and industrial markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve facilities throughout North America.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements and information in this press release may constitute “forward-looking statements.” The words “will,” “may,” “intend,” “believe,” “expect,” “outlook,” “forecast,” “anticipate,” “estimate,” “continue,” “plan,” “should,” “could,” “would,” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. The statements discussed in this press release that are not purely historical data are forward-looking statements, including, but not limited to, the statements regarding (i) our expectations regarding the remaining $40 million of the purchase price pursuant to the CMR Funding Agreement and the intended use of proceeds therefrom, (ii) our expectations regarding the potential DOE loan facility, (iii) whether and when the potential DOE loan facility will be funded and (iv) our ability to meet our financial commitments, debt service obligations, debt instrument covenants, contingencies and anticipated capital expenditures. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause our actual results to differ materially from our historical experience and our present expectations or projections. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance

that future developments affecting us will be those that we anticipate. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements included in the most recent Annual Report on Form 10-K of Calumet Specialty Products Partners, L.P. (the “Partnership”) and other filings with the SEC by us or the Partnership. The risk factors and other factors noted in the Partnership’s most recent Annual Report on Form 10-K and other filings with the SEC by us or the Partnership could cause our actual results to differ materially from those contained in any forward-looking statement. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. Existing and prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Investors:

John Kompa 317-957-5237

Public Relations:

Media Oakes 317-957-5319 2