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): October 23, 2024

CALUMET, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-42172	36-5098520
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
1060 N Capitol Ave
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6-401
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)

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

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>symbol(s)	Name of each exchange<br> <br>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.

On October 23, 2024, Calumet, Inc. (the “Company”), together with Calumet Specialty Products Partners, L.P. and Calumet Finance Corp., wholly owned subsidiaries of the Company (collectively, the “Issuers”), entered into a Support Agreement (the “Support Agreement”) with holders (the “Supporting Holders”) of approximately 69% of the outstanding aggregate principal amount of the Issuers’ 11.00% Senior Notes due 2025 (the “2025 Notes”). Pursuant to the Support Agreement, the Supporting Holders have agreed, subject to the terms and conditions set forth therein, (i) to validly tender their 2025 Notes in the Exchange Offer (as defined below), (ii) not to withdraw or revoke any 2025 Notes tendered in the Exchange Offer and (iii) to cooperate with and support the Issuers’ efforts to consummate the Exchange Offer.

The foregoing description of the Support Agreement is not complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.02	Results of Operations and Financial Condition.

On October 23, 2024, the Company issued a press release announcing preliminary unaudited information related to the Company’s liquidity and select third quarter 2024 financial results. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibit 99.1 be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01	Other Events.

Exchange Offer

On October 23, 2024, the Company issued a press release announcing that, with the support of the Supporting Holders, the Issuers commenced a private exchange offer (the “Exchange Offer”) to certain eligible holders to exchange any and all of the outstanding 2025 Notes for newly issued 11.00% Senior Notes due 2026 (the “New Notes”), upon the terms and subject to the conditions set forth in the Offering Memorandum, dated October 23, 2024. A copy of the press release announcing the Exchange Offer is filed as Exhibit 99.2 hereto and incorporated by reference herein.

The information in this Current Report on Form 8-K is for informational purposes only and is not an offer to purchase, exchange or sell or a solicitation of an offer to purchase, exchange or sell any securities, nor shall there be any offer, solicitation, sale or exchange of any securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>No.	Exhibit Title or Description
10.1	Support Agreement, dated October 23, 2024.
99.1	Press Release, dated October 23, 2024.
99.2	Press Release, dated October 23, 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 24, 2024	By:	/s/ David Lunin
	Name:	David Lunin
	Title:	Executive Vice President and<br> <br>Chief Financial Officer

EX-10.1

Exhibit 10.1

Execution Version

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of October 23, 2024, is entered into by and among each of the holders listed on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”), Calumet, Inc., a Delaware corporation (the “Company”), Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Partnership”), and Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”).

WHEREAS, the Issuers are commencing an offer to exchange (the “Exchange **** Offer”) any and all of the Issuers’ outstanding 11.00% Senior Notes due 2025 (the “Old Notes”) issued under the Indenture, dated as of October 11, 2019 (as amended or supplemented from time to time, the “Old NotesIndenture”), by and among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee, for newly issued 11.00% Senior Notes due 2026 (the “New Notes”), on the terms and subject to the conditions more fully set forth in the Offering Memorandum (as it may be amended and supplemented from time to time in a manner pursuant to the terms and subject to the conditions set forth herein, the “OfferingMemorandum,” attached hereto as Exhibit A), to be dated on or prior to the Required Launch Date (as defined below);

WHEREAS, as of the date hereof, Holders Beneficially Own (as defined below) the Subject Notes (as defined below); and

WHEREAS, in order to induce the Issuers to consummate the Exchange Offer, each Holder has agreed to enter into this Agreement.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Definitions.

(a) “Agreement” has the meaning set forth in the introductory paragraphs herein.

(b) “Beneficially Own” or “Beneficial Owner” with respect to any securities and any Person means that such Person owns such securities or such securities are owned by an investment fund over which such Person has sole investment and management authority.

(c) “Business Day” means a day other than a Saturday, Sunday or a day on which banking institutions are not required to be open in the State of New York.

(d) “Commission” means the Securities and Exchange Commission.

(e) “Company” has the meaning set forth in the introductory paragraphs herein.

(f) “Company Group” means the Company and its direct and indirect subsidiaries.

(g) “Company Parties” means the Company and the Issuers.

(h) “Company Reports” has the meaning set forth in Section 5(h) hereto.

(i) “Consummation” means the successful consummation of the Exchange Offer on or prior to the End Date, all on the terms and conditions set forth herein and in the Offering Memorandum.

(j) “Consummation Conditions” has the meaning set forth in Section 3 hereto.

(k) “Effective Date” shall mean the date that this Agreement shall become effective and that the obligations contained herein shall become binding.

(l) “End Date” means December 7, 2024, as such date may be extended pursuant to the terms hereof.

(m) “Enforceability Exceptions” has the meaning set forth in Section 4(c) hereto.

(n) “Exchange Act” has the meaning set forth in Section 5(h) hereto.

(o) “Exchange Consideration” means, as applicable, for each $1,000.00 in principal amount of Old Notes, if tendered at or prior to the early tender time for the Exchange Offer, $1,000.00 in principal amount of the New Notes, or if tendered after the early tender time and at or prior to the expiration time for the Exchange Offer, $950.00 in principal amount of the New Notes.

(p) “Exchange Offer” has the meaning set forth in the introductory paragraphs herein.

(q) “GAAP” has the meaning set forth in Section 5(j) hereto.

(r) “General Partner” means Calumet GP, LLC.

(s) “Governmental Authority” means any federal, state, local or foreign government, political subdivision, legislature, court, agency, department, bureau, commission or other governmental or quasi-governmental, regulatory or administrative authority, body or instrumentality, or any other Person lawfully empowered by any of the foregoing.

(t) “Holder” has the meaning set forth in the introductory paragraphs herein.

(u) “Holder Group” means each Holder, each of such Holder’s successors and assigns, and each of their respective members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives or their respective affiliated entities.

(v) “Issuers” has the meaning set forth in the introductory paragraphs herein.

(w) “Material Adverse Effect” means any event, individually or in the aggregate, that (i) would reasonably be expected to have a material adverse effect on the consummation of the Exchange Offer or (ii) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company Group as a whole.

(x) “New Notes” has the meaning set forth in the introductory paragraphs herein.

(y) “New Notes Indenture” means the indenture governing the New Notes substantially in accordance with the “Description of Notes” included in the Offering Memorandum.

(z) “Offering Memorandum” has the meaning set forth in the introductory paragraphs herein.

(aa) “Old Notes” has the meaning set forth in the introductory paragraphs herein.

(bb) “Old Notes Indenture” has the meaning set forth in the introductory paragraphs herein.

(cc) “Participant” means each Holder and each other holder of an Old Note that is a party now or hereafter to a contract, agreement, commitment or other obligation (written or oral) on substantially identical terms as this Agreement (each, a “Participant Agreement”).

(dd) “Partnership” has the meaning set forth in the introductory paragraphs herein.

(ee) “Permitted Modifications” has the meaning set forth in Section 7(c) hereto.

(ff) “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority.

(gg) “Required Holders” means Holders who collectively represent at least a majority in aggregate principal amount of Subject Notes held by all Holders executing this Agreement.

(hh) “Required Launch Date” has the meaning set forth in Section 2(a) hereto.

(ii) “Securities Act” has the meaning set forth in Section 4(f) hereto.

(jj) “Subject Notes” means, with respect to each Holder party to this Agreement, (i) the Old Notes Beneficially Owned by such Holder as of the date of this Agreement and listed in Schedule A hereto and (ii) any additional Old Notes which such Holder acquires Beneficial Ownership of prior to the End Date.

(kk) “Termination Date” has the meaning set forth in Section 8(a) hereto.

(ll) “Transfer” means, in the case of a Holder, to, directly or indirectly, (i) sell, assign or transfer, (ii) pledge, encumber, create any participation or grant any proxy or option, in each case, such as would prevent, preclude, hinder or delay the ability of such Holder from fulfilling its obligations under this Agreement or (iii) enter into any agreement, commitment or other arrangement to do any of the foregoing.

(mm) “Valid Withdrawal Condition” means any amendment, modification, supplement or waiver to or other alteration is made to any of the terms and conditions of the Exchange Offer or the New Notes (in each case, except for Permitted Modifications (as defined below)).

2. The Exchange Offer and Tender Agreement.

(a) The Issuers shall, no later than 11:59 p.m., New York City time, on the 5th Business Day after the Effective Date (the “RequiredLaunch Date”), announce the Issuers’ pursuit of the Exchange Offer and concurrently launch the Exchange Offer on the terms set forth herein. The announcement of the Exchange Offer shall be posted to holders of Old Notes on The Depositary Trust Company’s Automated Tender Offer Program.

(b) Subject to the terms and conditions set forth herein and in the Offering Memorandum, and provided that this Agreement has not been terminated pursuant to Section 8, each Holder agrees that it will accept the Exchange Offer and cause its Subject Notes to be validly tendered and deposited in accordance with the terms and conditions of the Exchange Offer.

(c) Each Holder shall be deemed to have automatically withdrawn its acceptance of the Exchange Offer and revoked its tender of its Subject Notes without any further action by such Holder if this Agreement is terminated pursuant to Section 8.

(d) If a Valid Withdrawal Condition has occurred at any time, each Holder may, at its sole and absolute discretion by providing written notice to the Company Parties, withdraw its tender of its Subject Notes and then (i) elect to participate in the Exchange Offer on such modified, amended or altered terms, (ii) elect not to participate in the Exchange Offer or (iii) elect to participate in the Exchange Offer by tendering in respect of a lesser or greater aggregate principal amount of Subject Notes pursuant to the terms of this Agreement and the Offering Memorandum.

3. Conditions.

The Consummation of the Exchange Offer is subject to the satisfaction of the conditions precedent set forth herein and in the Offering Memorandum (collectively, the “Consummation Conditions”), including, among other things:

(1)	at the time of Consummation, no action, suit or proceeding by or before any court of governmental agency,<br>authority or body or any arbitrator involving the Company Group or their respective properties is pending or, to the knowledge of the Company, threatened that would reasonably be expected to have a Material Adverse Effect; and
(2)	no injunctive order or any other statute, law, rule, regulation, judgment, order or decree of any court,<br>regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company Group or any of their respective properties shall prohibit or otherwise restrict the Consummation.
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4. Representations and Warranties of each Holder. Each Holder, severally and not jointly, hereby represents and warrants to the Issuers, and acknowledges that the Issuers are relying on such representations and warranties, as follows:

(a) Such Holder, if not a natural person, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b) As of the date hereof, such Holder (or a fund or account managed by such Holder) Beneficially Owns (free and clear of any encumbrances or restrictions that would prevent such Holder’s compliance with its obligations hereunder) the Subject Notes set forth next to such Holder’s name under the column entitled “Principal Amount of Old Notes” on Schedule A hereto.

(c) Such Holder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly executed and delivered by such Holder, and upon its execution and delivery by the Company Parties, will constitute a legal, valid and binding obligation of such Holder, enforceable against such Holder by the other parties hereto in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally, and the availability of injunctive relief and other equitable remedies (collectively, the “Enforceability Exceptions”).

(d) No filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Agreement by such Holder and the consummation by such Holder (or any applicable fund or account managed by such Holder) of the Exchange Offer.

(e) The execution, delivery and performance of this Agreement by such Holder, and such Holder’s compliance with the provisions hereof, do not and will not conflict with, require a consent, waiver or approval under, or result in a breach of, default or violation under (with or without due notice, lapse of time, or both), any of (A) the certificate of incorporation, certificate of formation, bylaws, limited liability

company agreement or other organizational documents of such Holder, (B) any contract, agreement, commitment, judgment, decree, order or other obligation (written or oral) to which such Holder is a party or by which such Holder may be bound, or (C) any law, statute, order, rule or regulation applicable to such Holder, except in the case of each of clauses (B) and (C) above, as would not reasonably be expected to have a material adverse effect on the ability of such Holder to perform its obligations under this Agreement or the transactions contemplated hereby.

(f) Such Holder is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

(g) Such Holder will acquire the New Notes for its own account or for the account of another for which it acts as discretionary investment manager, advisor or sub-advisor, for investment and not with a view to the distribution thereof of any interest therein in violation of the Securities Act or applicable state securities laws.

(h) Such Holder acknowledges for the benefit of the Company Group (including for the benefit of any person acting on behalf of any member of the Company Group in connection with this Agreement and the transactions set forth herein, including, without limitation, any applicable financial or other advisor to a Company Group member) that it has the requisite knowledge and experience in financial and business matters so that it is capable of evaluating the merits and risks of the acquisition of the New Notes contemplated hereby and has had such opportunity as it has deemed adequate to obtain such information as is necessary to permit such Holder to evaluate the merits and risks of the acquisition of the New Notes contemplated hereby.

(i) Such Holder acknowledges that none of the Issuers nor any other member of the Company Group intends to register the New Notes, any offer or sale thereof, or the Exchange Offer under the Securities Act or the Exchange Act or any state securities laws.

(j) Such Holder acknowledges for the benefit of the Company Group (including for the benefit of any person acting on behalf of any member of the Company Group in connection with this Agreement and the transactions set forth herein, including, without limitation, any applicable financial or other advisor to a Company Group Member) that (i) such Holder has independently evaluated the risks and merits regarding the transactions contemplated by this Agreement, including with respect to the Exchange Offer and the New Notes, and wishes to enter into this Agreement and consummate the transactions contemplated hereby in accordance with its terms, (ii) no member of the Company Group or any other person acting on behalf of any member of the Company Group, including, without limitation, any financial advisor of any of the foregoing, has made or is making any representation or warranty to such Holder or any other person, whether express or implied, of any kind or character (including, without limitation, as to accuracy or completeness of any information or as to the creditworthiness of the Issuers or the New Notes or as to the transactions contemplated by this Agreement), and (iii) such Holder is not relying upon, and has not relied upon, any representation or warranty made by any person regarding the transactions contemplated by this Agreement or otherwise, except, in the case of clauses (ii) and (iii), for the representations and warranties of the Company Parties contained in this Agreement.

(k) Such Holder acknowledges for the benefit of the Company Group (including for the benefit of any person acting on behalf of any member of the Company Group in connection with this Agreement and the transactions set forth herein, including, without limitation, any applicable financial or other advisor to a Company Group member) that it has made its own independent assessment, to its satisfaction, concerning any and all legal, regulatory, tax, credit, business and financial considerations with respect to the Company Group, the Old Notes and the New Notes in connection with its acquisition of the New Notes contemplated hereby.

5. Representations and Warranties of each Company Party. Each of the Company Parties hereby represents and warrants to each Holder, and acknowledges that each Holder is relying on such representations and warranties, as follows:

(a) Such Company Party is duly organized, validly existing and in good standing under the laws of the State of Delaware and each of its subsidiaries has been duly incorporated or formed, as applicable, and is validly existing, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable.

(b) Such Company Party has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company Parties, and upon its execution and delivery by Holders, will constitute a legal, valid and binding obligation of the Company Parties, enforceable against the Company Parties in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions.

(c) The execution, delivery and performance by the Company Parties of this Agreement and the consummation of the Exchange Offer, including commencement of the Exchange Offer by the Company Group and the Consummation, do not and will not conflict with, require a consent, waiver or approval under, or result in a breach of, default or violation under (with or without due notice, lapse of time, or both), any of (A) the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, or other organizational documents of such member of the Company Group, (B) any contract, agreement, commitment, judgment, decree, order or other obligation (written or oral) to which such member of the Company Group is a party or by which such member’s or any of its subsidiaries’ assets may be bound, or (C) any law, statute, order, rule or regulation applicable to such member of the Company Group or any of their respective assets, except in the case of each of clauses (B) and (C) above, as otherwise disclosed in the Offering Memorandum or as would not reasonably be expected to have a Material Adverse Effect.

(d) The execution, delivery and performance by the Company Parties of this Agreement and the consummation of the Exchange Offer, including commencement of the Exchange Offer by the Company Group and the Consummation, do not and will not require any registration or filing with, the consent or approval of, notice to, or any other action with respect to (with or without due notice, lapse of time, or both), any Governmental Authority, other than (i) Current Reports on Form 8-K filed or furnished by the Company with respect to the Exchange Offer, (ii) such as have been made or obtained and are in full force and effect, (iii) as described in the Offering Memorandum and (iv) such registrations, filings, consents, approvals, notices or other actions that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect.

(e) The New Notes will (A) qualify for and be issued pursuant to and in compliance with an applicable exemption from registration under the Securities Act, and (B) be issued and granted in compliance with all applicable securities laws and other applicable laws. The Exchange Offer, including the Offering Memorandum, will comply in all material respects with all applicable securities laws and other applicable laws, including all applicable rules of the Commission.

(f) The New Notes have been duly authorized by the Company Parties and each other member of the Company Group party to the New Notes Indenture and, when issued in accordance with the provisions of the New Notes Indenture pursuant to the Exchange Offer against delivery of the Old Notes in accordance with the terms of this Agreement, the New Notes Indenture will constitute valid and legally binding obligations of the Issuers and each other member of the Company Group party thereto, enforceable in accordance with their terms, except that such enforcement may be subject to the Enforceability Exceptions.

(g) There is no action, lawsuit, arbitration, claim or proceeding pending or, to the knowledge of the Company, threatened, against the Company Group that would reasonably be expected to impede the consummation of the Exchange Offer.

(h) The Company Group has filed or furnished, as applicable, all forms, filings, registrations, submissions, statements, certifications, reports and documents required to be filed or furnished by it with the Commission under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act (the SEC filings through the date hereof, including any amendments thereto, the “Company Reports”). As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), each of the Company Reports complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, and any rules and regulations promulgated thereunder applicable to the Company Reports. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the Company Reports incorporated by reference or deemed incorporated by reference in the Offering Memorandum did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(i) The Offering Memorandum and any amendments or supplements thereto do not and will not, as of the commencement, expiration and settlement of the Exchange Offer, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except insofar as such statement or omission was based on, and made in reliance upon, information furnished by any Holder for use therein).

(j) The Partnership’s consolidated financial statements (including, in each case, any notes thereto) contained in the Company Reports were prepared (i) in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of interim consolidated financial statements, where information and footnotes contained in such financial statements are not required under the rules of the SEC to be in compliance with GAAP) and (ii) in compliance, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements with the published rules and regulations of the SEC with respect thereto, and in each case such consolidated financial statements fairly presented, in all material respects, the consolidated financial position, results of operations, changes in unitholder’s equity and cash flows of the Partnership and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby (subject, in the case of unaudited statements, to normal year-end adjustments).

6. Covenants of each Holder. Each Holder, severally and not jointly, covenants and agrees for the benefit of the Company Parties that, prior to the Termination Date (as defined below), such Holder will not (and will cause any funds or accounts managed by such Holder, to not):

(a) transfer any of the Subject Notes held by it, in whole or in part, unless such Transfer is to (i) another Participant or (ii) any other transferee, provided that, in the case of a transfer to any other transferee other than another Participant, as a condition precedent to such transfer, such transferee agrees to execute and deliver to the Company Parties, concurrently with such transfer, a joinder to this Agreement in the form attached hereto as Exhibit B or a support agreement substantially in the form of this Agreement (as determined by the Company Parties in their sole discretion) with respect to such transferred Subject Notes, which support agreement the Company Parties shall also execute and deliver to the transferee; provided, however, Holders shall be solely responsible for any fees and expenses, including, but not limited to, legal fees of the Company Parties, associated with such Transfer of Subject Notes;

(b) except as required for purposes of validly tendering Old Notes, grant any powers of attorney or proxies or consents in respect of any of the Subject Notes, deposit any of such Subject Notes into a voting trust, or enter into an agreement with respect to any of such Subject Notes; or

(c) take any other action with respect to the Subject Notes (other than any action permitted by this Agreement, including a Transfer pursuant to Section 6(a) above, terminating this Agreement pursuant to Section 8 and withdrawing its acceptance of the Exchange Offer and revoking its tender of the Subject Notes in accordance with this Agreement) that would in any way restrict, limit or interfere with the performance of such Holder’s obligations hereunder or the Exchange Offer.

7. Covenants of each Company Party. Each of the Company Parties covenants and agrees for the benefit of each Holder that:

(a) it will (and will cause each of its applicable subsidiaries to):

(1)	on or prior to the Required Launch Date, take, or cause to be taken, all actions reasonably necessary to<br>commence the Exchange Offer including, without limitation, delivering, or causing to be delivered, the Offering Memorandum to The Depository Trust Company;
(2)	prior to the Termination Date, use reasonable best efforts to cause or facilitate satisfaction of all<br>conditions precedent to the Consummation and, upon satisfaction thereof, to cause the Consummation to occur;
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(3)	not disclose the name of any Holder in any press release or document filed with the Commission without the<br>prior written consent of such Holder; provided that Holders hereby consent to the Company filing a copy of the form of this Agreement, without including the identity of Holders, as an exhibit to, and summarizing the terms of this Agreement in a<br>current report on Form 8-K filed with the Commission in connection with the Exchange Offer, to the extent required by the rules of the Commission; provided, however, that if any such disclosure is required,<br>only such information regarding this Agreement or the Holders as required by applicable law and the rules of the Commission shall be filed with the Commission and in no event shall the details regarding the Holders’ holdings or amount of<br>Subject Notes be disclosed or filed.
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(b) it will ensure that each other Participant Agreement or any other support agreement with respect to the Exchange Offer shall provide that no party to such Participant Agreement or such other support agreement, as applicable, may refer to a Holder or any of its affiliates in any press release or similar public announcement or communication without such Holder’s prior written consent.

(c) it will ensure that no modifications are made to the terms of the Exchange Offer (including the terms of the New Notes) except modifications that (i) are procedural, technical or conforming in nature or relate to the timeline of the Exchange Offer (for the avoidance of doubt, with respect to the timeline, not including any extension to the End Date) or (ii) to which the Required Holders as provided in Section 9 hereof have consented to in writing; provided, however, that such prior written approvals shall not be required with respect to any amendment or supplement of the Offering Memorandum relating solely to the Company’s business, financial information or the markets it serves made pursuant to Section 7(d) so long as the Required Holders under this Agreement shall have been given two Business Days to review and approve the proposed amendment or supplement (and such modifications not prohibited by this Section 7(c), the “PermittedModifications”).

(d) if at any time prior to the completion of the Exchange Offer (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered, not misleading, including any necessary updates to business or financial information presented in the Offering Memorandum or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, as promptly as reasonably practicable upon learning thereof, it will notify the Holders thereof and forthwith prepare and, subject to clause (i) of this Section 7(d), furnish to the Holders such amendments or supplements to the Offering Memorandum as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances existing when the Offering Memorandum is delivered, be misleading or so that the Offering Memorandum will comply with applicable law.

(e) it will, on or prior to the Consummation of the Exchange Offer enter into the New Notes Indenture substantially and in all material respects in accordance with the “Description of Notes” included in the Offering Memorandum.

8. Termination of Agreement.

(a) This Agreement shall be terminated automatically at any time prior to the Consummation as follows (the date on which this Agreement is terminated pursuant to this Section 8(a), the “Termination Date”):

(1)	if the Issuers withdraw or terminate the Exchange Offer;
(2)	in the event of
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(A)	the entry of an order, judgment or decree adjudicating the Company or any of its subsidiaries bankrupt or<br>insolvent,
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(B)	the entry of any order for relief with respect to the Company or any of its subsidiaries under Title 11 of the<br>United States Code,
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(C)	the filing or commencement of any proceeding relating to the Company or any of its subsidiaries under any<br>bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction,
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(D)	the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator<br>or similar official of the Company or any of its subsidiaries or of any substantial part of their property,
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(E)	the making by the Company or any of its subsidiaries of an assignment for the benefit of creditors or the<br>admission by the Company or any of its subsidiaries in writing of its inability to pay its debts generally as they become due, or
---	---
(F)	the taking of any action by the Company or any of its subsidiaries in furtherance of any action described in<br>the foregoing clauses (A)-(E); or
---	---

(b) This Agreement may be terminated at any time prior to the Consummation as follows:

(1)	by any Holder, solely as to itself, if the Company has not announced the Partnership’s pursuit of the<br>Exchange Offer and launch of the Exchange Offer, on the terms set forth in the Offering Memorandum, by 11:59 p.m., New York City time on the Required Launch Date;

(2)	by either any Holder, solely as to itself, on the one hand, or the Issuers, on the other, if the Consummation<br>has not occurred at or prior to 11:59 p.m. on the second Business Day immediately after the End Date;
(3)	by either any Holder, solely as to itself, on the one hand, or the Issuers, on the other, in the event of the<br>entry of an order, judgment or decree delaying beyond the End Date, or prohibiting, the Consummation, in each case, on the terms set forth in the Offering Memorandum;
---	---
(4)	by any Holder, solely as to itself in the event of a Valid Withdrawal Condition;
---	---
(5)	by the Issuers and the Holders upon the mutual written agreement by the Issuers and the Required Holders to<br>terminate this Agreement;
---	---
(6)	by any Holder, solely as to itself, in the event of a Transfer of all of its Subject Notes in compliance with<br>Section 6(a) above; or
---	---
(7)	by any Holder, solely as to itself, if the Company Parties have breached this Agreement or any other agreement<br>entered into in connection with the Exchange Offer.
---	---

(c) In the event of any termination of this Agreement as provided in Section 8(a), this Agreement shall immediately become void and of no further force or effect (and, for the avoidance of doubt, each Holder shall be able to withdraw its Subject Notes from the Exchange Offer as provided in Section 2(c)) and there shall be no liability pursuant to this Agreement on the part of any party hereto, such party’s successors and assigns, and each of their respective members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives or their respective affiliated entities following such termination; provided, however, that Sections 8 through 25 shall survive the termination of this Agreement under Section 8(a) or Section 8(b) in accordance with their terms.

9. Amendments and Waivers, Etc.

(a) Any provision of this Agreement, including the Exhibits attached hereto (which include the terms of the Exchange Offer embodied in this Agreement and the Offering Memorandum), may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Required Holders unless otherwise set forth in Section 9(b), or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. To the maximum extent permitted by law, (i) no waiver that may be given by a party shall be applicable except in the specific instance for which it was given and (ii) no notice to or demand on one party shall be deemed to be a waiver of any obligation of such party or the right of the party giving such notice or demand to take further action without notice or demand.

(b) Notwithstanding Section 9(a), none of the following amendments, modifications or waivers shall be enforceable against any Holders party to this Agreement without the prior written consent of such Holder, and any such non-consenting Holder shall have the right to terminate this Agreement with respect to itself upon the effectiveness of such amendments, modifications or waivers:

(i) extend the End Date to a period beyond December 7, 2024;

(ii) change the stated maturity of the principal of, the payment date of any installment of principal or interest on, the interest rate or cash or payment in kind payment amount of the New Notes;

(iii) reduce the principal amount of, or any interest on, the New Notes;

(iv) change the place or currency of payment of principal of, or any interest on, the New Notes;

(v) modify the ranking of the New Notes in security or in right of payment;

(vi) change the Exchange Consideration;

(vii) reduce the percentage in aggregate principal amount of Old Notes whose lenders must consent to a modification to or amendment of any provision of the Exchange Offer documentation; and

(viii) amend or modify this Agreement in any way that would result in the modification of this Section 9.

10. No Admissions and Reservation of Rights. Nothingherein shall be deemed an admission of any kind. The parties hereto acknowledge and agree that this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding, other than a proceeding to enforce the termsof this Agreement. Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair, or restrict any rights, remedies and interests of the parties. Without limiting the foregoing sentence inany way, if the Exchange Offer is not consummated, or if this Agreement is terminated for any reason, each of the parties fully reserves any and all of its rights, remedies, and interests.

11. Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and be (a) transmitted by hand delivery, (b) mailed by first class, registered or certified mail postage prepaid, (c) transmitted by overnight courier, or (d) transmitted by facsimile, or by .pdf or other electronic means, and in each case to the address set forth below:

if to the Company Parties:

Calumet Specialty Products Partners, L.P.

1060 N Capitol Ave., Suite 6-401

Indianapolis, Indiana 46204

Attn: Greg Morical

Email: greg.morical@calumetspecialty.com

with a copy to (which shall not constitute notice):

Gibson, Dunn & Crutcher LLP

811 Main Street, Suite 3000

Houston, Texas 77002-6117

Attn: Hillary H. Holmes

Email: HHolmes@gibsondunn.com

if to Holders:

At the address set forth on Schedule A hereto opposite such Holder’s name under the column entitled “NoticeAddress.”

12. Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties hereto and any assignment or attempted assignment in violation of this Section 11 shall be null and void ab initio. Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

**13. Entire Agreement.**This Agreement and the Exhibits, documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto set forth the entire understanding of the parties hereto with respect to the subject matter hereof. Any and all previous agreements and understandings between or among the parties hereto regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.

14. Severability; Enforcement. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

15. Specific Performance; Injunctive Relief. Each of the signatories hereto acknowledges that the covenants and agreements contained in this Agreement are an integral part of the Exchange Offer, and that monetary damages would be an inadequate remedy for any breach by such signatory of the provisions of this Agreement. Accordingly, each Holder agrees that the Company Parties, and the Company Parties agree that each Holder, shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to the Company Parties at law or in equity to enforce this Agreement.

16. Further Assurances. Subject to the terms and conditions of this Agreement, each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to fulfill such party’s obligations under this Agreement.

17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile or .pdf shall be as effective as delivery of a manually executed counterpart.

18. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without reference to conflicts of laws rules or principles that would require the application of the law of any other jurisdiction.

19. Jurisdiction. By its delivery of this Agreement, each of the signatories to this Agreement irrevocably and unconditionally agrees, in connection with any legal action, suit or proceeding with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, it shall submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and appellate courts from any thereof and agrees to venue in such courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

20. Consent to Service of Process. Each of the signatories to this Agreement irrevocably consents to service of process by mail at the address set forth in Section 10 above. Each of the signatories to this Agreement agrees that its submission to jurisdiction and consent to service of process by mail is made for the express benefit of each of the other signatories to this Agreement.

21. No Third-Party Beneficiaries; AffiliatedParties. Except as set forth in Section 25, this Agreement shall be solely for the benefit of the signatories to this Agreement, and no other Person or entity shall be a third-party beneficiary hereof.

22. Fiduciary Duties. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall create any additional fiduciary duties or obligations on the part of any member of the Company Group, any Holder, or any of their respective members, partners, managers, managing members, officers, directors, employees, advisors, principals, attorneys, professionals, accountants, investment bankers, consultants, agents and other representatives or their respective affiliated entities, in each case, in such Person’s capacity as a member, partner, manager, managing member, officer, director, employee, advisor, principal, attorney, professional, accountant, investment banker, consultant, agent or other representative of such member of the Company Group, such Holder or any of their affiliated entities, respectively, that such Persons did not have prior to the execution of this Agreement. No Holder has nor shall it have any fiduciary duties or obligations to any other holder of Old Notes, any member of the Company Group, or any of their respective creditors, equity holders, or other stakeholders.

23. Interpretive Provisions; Construction. Time is of the essence in the performance of the obligations of each of the parties hereto contained herein. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections and Exhibits are to Articles, Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The parties hereto confirm that they and their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

24. SeveralObligations. Each Holder’s obligations under this Agreement shall be several and not joint. This Agreement shall be interpreted as if each Holder had entered into a separate agreement with the Company Parties. No Holder shall be liable for the obligations or liabilities of any other Holder that is party to this Agreement.

25. Indemnification. Whether or not the ExchangeOffer is consummated or this Agreement is terminated, the Company Parties (in such capacity, the “Indemnifying Party”) will indemnify and hold harmless each of the Holders and its investment adviser, their respective affiliates and theirrespective officers, directors, employees, agents and controlling persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and reasonable expenses, joint or several, to

which any such Indemnified Person may become subject arising out of or in connection with any claim, challenge, litigation, investigation or proceeding with respect to this Agreement, theExchange Offer, or the transactions contemplated hereby and thereby, and to reimburse such Indemnified Persons for any reasonable legal or other reasonable out-of-pocketexpenses as they are incurred in connection with investigating, responding to or defending any of the foregoing, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities orexpenses to the extent (i) that they are finally judicially determined to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Person or (ii) they have resulted from a material breach of theobligations of such Indemnified Person under this Agreement, the Exchange Offer or the transactions contemplated hereby or thereby. The Indemnifying Party also agrees that no Indemnified Person shall have any liability based on their negligence orotherwise to the Indemnifying Party, any person asserting claims on behalf of or in right of any of the Indemnifying Party, or any other person in connection with or as a result of this Agreement, the Exchange Offer, or the transactions contemplatedhereby and thereby, except as to any Indemnified Person to the extent (i) that any losses, claims, damages, liability or expenses incurred by the Issuers are finally judicially determined to have resulted from bad faith, gross negligence orwillful misconduct of such Indemnified Person in performing the services that are the subject of this Agreement or (ii) they have resulted from a material breach of the obligations of such Indemnified Person under this Agreement, the ExchangeOffer, or the transactions contemplated hereby or thereby; provided, however, that in no event shall an Indemnified Person or such other parties have any liability for any indirect, consequential or punitive damages in connection with or as a resultof any of their activities related to the foregoing. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 25 shall be in addition to any liability that the IndemnifyingParty may otherwise have to an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifying Party and any Indemnified Person.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CALUMET, INC.
By:	/s/ David Lunin
Name:	David Lunin
Title:	Executive Vice President and Chief Financial Officer
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
By: Calumet GP, LLC, its general partner
By:	/s/ David Lunin
Name:	David Lunin
Title:	Executive Vice President and Chief Financial Officer
CALUMET FINANCE CORP.
By:	/s/ David Lunin
Name:	David Lunin
Title:	Executive Vice President and Chief Financial Officer

Signature Page to Support Agreement

Exhibit A

Offering Memorandum

Omitted pursuant to Item 601(a)(5) of Regulation S-K

Exhibit B

Form of Joinder

[•], 2024

Reference is made to that Support Agreement, dated as of October 23, 2024 (as it may be amended in accordance with its terms, the “Support Agreement”), by and among Calumet, Inc., a Delaware corporation, Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Partnership”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), and each Holder (as defined therein), regarding an offer to exchange (the “Exchange Offer”) any and all of the Issuers’ outstanding 11.00% Senior Notes due 2025 (the “OldNotes”) issued under the Indenture, dated as of October 11, 2019 (as amended or supplemented from time to time, the “Old Notes Indenture”), by and among the Issuers, the guarantors party thereto and Wilmington Trust, National Association, as trustee, for newly issued 11.00% Senior Notes due 2026 (the “New Notes”), on the terms and subject to the conditions more fully set forth in the Offering Memorandum. Capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Support Agreement.

The undersigned (“Transferee”) hereby acknowledges that it has read and understands the Support Agreement, agrees to be bound by the terms and conditions of the Support Agreement and shall be deemed a “Holder” under the terms of the Support Agreement, subject to the obligations of a Holder thereunder, including without limitation the undertaking to tender all of its Subject Notes in the Exchange Offer.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Joinder as of the date first set forth above.

[HOLDER]
Name of Institution:
By:
Name:
Title:
Address:
Old Notes: $

Schedule A

Holder Information

Omitted pursuant to Item 601(a)(5) of Regulation S-K

EX-99.1

Exhibit 99.1

Calumet Provides Preliminary Third Quarter 2024 Selected Financial Results

INDIANAPOLIS— (PR NEWSWIRE) — October 23, 2024 — Calumet, Inc. (NASDAQ: CLMT) (the “Company,” “Calumet,” “we,” “our” or “us”) announced today preliminary selected financial results for the third quarter ended September 30, 2024.

Based on preliminary data, the Company currently expects to report a net loss between $110 million and $90 million and Adjusted EBITDA between $45 million and $55 million for the third quarter 2024. For a reconciliation of the preliminary estimate of Adjusted EBITDA to preliminary estimated net loss, the most directly comparable GAAP measure, see “Non-GAAP Financial Measures” below. Further, as of September 30, 2024, the Company estimates total liquidity of approximately $290 million comprised of approximately $35 million of unrestricted cash and cash equivalents and approximately $255 million of availability under our credit facilities.

Calumet continued to demonstrate strong operations at Montana Renewables throughout the third quarter, processing approximately 12,000 barrels per day of renewable feedstock and producing over 2,500 barrels per day of sustainable aviation fuel (“SAF”). Further, a new SAF production record was achieved each month during the third quarter, culminating with approximately 3,200 barrels per day of SAF produced in September. Montana Renewables is expected to generate over $5 million of Adjusted EBITDA for the third quarter, despite experiencing a roughly $6 million impact to margins from feedstock price lag when the industry saw these prices abruptly drop approximately $0.40 per gallon in late July. Last, the Great Falls facility expects to conduct a planned turnaround in November to change catalyst. This timing is expected to allow completion prior to the winter season and to coincide with a period of margin uncertainty as the blender tax credit is expected to change to the production tax credit.

Our Specialties business operated well during the third quarter, with total production volume increasing versus the prior quarter despite experiencing unplanned downtime in July from Hurricane Beryl. As previously disclosed, this downtime resulted in a loss of approximately 500,000 barrels of production, resulting in a lost opportunity of roughly $8 million. Specialty margins continue to remain resilient, largely in line with the second quarter, and fuel margins tightened along with the broader industry.

Finally, the Company announced on October 16 that the U.S. Department of Energy (“DOE”) Loan Programs Office (“LPO”) has awarded a conditional commitment for a loan guarantee of up to $1.44 billion to fund the construction and expansion of a renewable fuels facility owned by Montana Renewables, LLC (“Montana Renewables” or “MRL”), an unrestricted subsidiary of Calumet. Further details on this announcement can be found in the Current Report on Form 8-K filed by the Company on October 22, 2024.

The Company has prepared the estimated preliminary financial data presented above based on the most current information available to management. The Company’s normal financial reporting processes with respect to the preliminary financial data have not been fully completed and the Company’s independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to the accompanying preliminary financial data. As a result, the Company’s actual financial results could vary materially from this preliminary financial data. Investors should not place undue reliance on these preliminary financial data. These estimates should not be viewed as a substitute for full interim financial statements prepared in accordance with U.S. GAAP.

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

construction and that such project will be completed on time and on budget, (iv) demand for finished products in markets we serve, (v) our expectation regarding our business outlook and cash flows, including with respect to the Montana Renewables business and our plans to de-leverage our balance sheet, (vi) our expectation regarding anticipated capital expenditures and strategic initiatives, and (vii) 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. 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. All comments concerning our current expectations for future sales and operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisition or disposition transactions. 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. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include: the overall demand for specialty products, fuels, renewable fuels and other refined products; the level of foreign and domestic production of crude oil and refined products; our ability to produce specialty products, fuel products, and renewable fuel products that meet our customers’ unique and precise specifications; the marketing of alternative and competing products; the impact of fluctuations and rapid increases or decreases in crude oil and crack spread prices, including the resulting impact on our liquidity; the results of our hedging and other risk management activities; our ability to comply with financial covenants contained in our debt instruments; the availability of, and our ability to consummate, acquisition or combination opportunities and the impact of any completed acquisitions; labor relations; our access to capital to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms; successful integration and future performance of acquired assets, businesses or third-party product supply and processing relationships; our ability to timely and effectively integrate the operations of acquired businesses or assets, particularly those in new geographic areas or in new lines of business; environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves; maintenance of our credit ratings and ability to receive open credit lines from our suppliers; demand for various grades of crude oil and resulting changes in pricing conditions; fluctuations in refinery capacity; our ability to access sufficient crude oil supply through long-term or month-to-month evergreen contracts and on the spot market; the effects of competition; continued creditworthiness of, and performance by, counterparties; the impact of current and future laws, rulings and governmental regulations, including guidance related to the Dodd-Frank Wall Street Reform and Consumer Protection Act; the costs of complying with the Renewable Fuel Standard, including the prices paid for renewable identification numbers (“RINs”); shortages or cost increases of power supplies, natural gas, materials or labor; hurricane or other weather interference with business operations; our ability to access the debt and equity markets; accidents or other unscheduled shutdowns; and general economic, market, business or political conditions, including inflationary pressures, instability in financial institutions, general economic slowdown or a recession, political tensions, conflicts and war (such as the ongoing conflicts in Ukraine and the Middle East and their regional and global ramifications).

For additional information regarding factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission (“SEC”), including the risk factors and other cautionary statements in Calumet Specialty Products Partners, L.P.’s (the “Partnership”) latest Annual Report on Form 10-K and other filings made by the Partnership and the Company with the SEC.

We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties, and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. 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. Certain public statements made by us and our representatives on the date hereof may also contain forward-looking statements, which are qualified in their entirety by the cautionary statements contained above.

Non-GAAP Financial Measures

Our management uses certain non-GAAP performance measures to analyze operating segment performance and non-GAAP financial measures to evaluate past performance and prospects for the future to supplement our financial information presented in accordance with generally accepted accounting principles (“GAAP”). These financial and operational non-GAAP measures are important factors in assessing our operating results and profitability and include performance measures along with certain key operating metrics.

We use the following financial performance measures:

EBITDA: We define EBITDA for any period as net income (loss) plus interest expense (including amortization of debt issuance costs), income taxes and depreciation and amortization. We believe net income (loss) is the most directly comparable GAAP measure to EBITDA.

Adjusted EBITDA: We define Adjusted EBITDA for any period as: EBITDA adjusted for (a) impairment; (b) unrealized gains and losses from mark to market accounting for hedging activities; (c) realized gains and losses under derivative instruments excluded from the determination of net income (loss); (d) non-cash equity-based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income (loss); (e) debt refinancing fees, extinguishment costs, premiums and penalties; (f) any net gain or loss realized in connection with an asset sale that was deducted in computing net income (loss); (g) amortization of turnaround costs; (h) lower of cost or market (“LCM”) inventory adjustments; (i) the impact of liquidation of inventory layers calculated using the last in, first-out (“LIFO”) method; (j) RINs mark-to-market adjustments; and (k) all extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense.

The definition of Adjusted EBITDA that is presented in this press release is similar to the calculation of (i) “Consolidated Cash Flow” contained in the indentures governing our 11.00% Senior Notes due 2025 (the “2025 Notes”), our 8.125% Senior Notes due 2027 (the “2027 Notes”), our 9.75% Senior Notes due 2028 (the “2028 Notes”), and our 9.25% Senior Secured First Lien Notes due 2029 (the “2029 Secured Notes”) and (ii) “Consolidated EBITDA” contained in the credit agreement governing our revolving credit facility. We are required to report Consolidated Cash Flow to the holders of our 2025 Notes, 2027 Notes, 2028 Notes, and 2029 Secured Notes and Consolidated EBITDA to the lenders under our revolving credit facility, and these measures are used by them to determine our compliance with certain covenants governing those debt instruments. Please see our filings with the SEC, including the Partnership’s most recent Annual Report on Form 10-K and other filings made by the Partnership and the Company with the SEC, for additional details regarding the covenants governing our debt instruments.

These non-GAAP measures are used as supplemental financial measures by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

•	the financial performance of our assets without regard to financing methods, capital structure or historical<br>cost basis;
•	the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;<br>
---	---
•	our operating performance and return on capital as compared to those of other companies in our industry,<br>without regard to financing or capital structure;
---	---
•	the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative<br>investment opportunities; and
---	---
•	our operating performance excluding the non-cash impact of LCM and LIFO<br>inventory adjustments, RINs mark-to-market adjustments, and depreciation and amortization.
---	---

We believe that these non-GAAP measures are useful to analysts and investors, as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to fund our capital requirements and to pay interest on our debt obligations. We believe that excluding these transactions allows investors to meaningfully analyze trends and performance of our core cash operations.

EBITDA and Adjusted EBITDA should not be considered alternatives to Net income (loss) or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDA or Adjusted EBITDA management recognizes and considers the limitations of these measurements. EBITDA and Adjusted EBITDA do not reflect our liabilities for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA and Adjusted EBITDA are only two of several measurements that management utilizes. Moreover, our EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDA and Adjusted EBITDA in the same manner. Please see the section of this release entitled “Non-GAAP Reconciliations” for tables that present reconciliations of EBITDA and Adjusted EBITDA to Net income (loss), our most directly comparable GAAP financial performance measure.

Subject to the qualifications set forth above, our estimated range of Net loss and Adjusted EBITDA for the Company for the three months ended September 30, 2024 is (in millions):

	Three Months Ended September 30, 2024
	Low Estimate			High Estimate
	(In millions)
Reconciliation of Net loss to Adjusted EBITDA
Net loss	$	(110.0	)	$	(90.0	)
Add:
Depreciation and amortization		46.0			44.0
LCM / LIFO loss		10.0			9.0
Loss on impairment and disposal of assets		1.0			—
Interest expense		60.0			55.0
Unrealized gain on derivatives		(14.0	)		(12.0	)
RINs<br>mark-to-market loss		34.0			32.0
Other non-recurring expenses		13.0			11.0
Equity-based compensation and other items		4.0			7.0
Income tax expense		2.0			1.0
Noncontrolling interest adjustments		(1.0	)		(2.0	)
Adjusted EBITDA	$	45.0		$	55.0

Investors:

John Kompa 317-957-5237

Public Relations:

Media Oakes 317-957-5319

EX-99.2

Exhibit 99.2

Calumet Specialty Products Partners, L.P. Enters into Support Agreement and Announces Commencement of Exchange Offer for any and all of Outstanding 11.00%Senior Notes due 2025

INDIANAPOLIS, October 23, 2024 /PRNewswire/ — Calumet, Inc. (NASDAQ: CLMT) (the “Company” or “Calumet”) today announced that its wholly owned subsidiaries, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), with the support of the holders of a majority of their 11.00% Senior Notes due 2025 (the “Old Notes”), have commenced a private exchange offer (the “Exchange Offer”) to each Eligible Holder (as defined below) of their Old Notes to exchange any and all of the Old Notes for newly issued 11.00% Senior Notes due 2026 (the “New Notes”), upon the terms and subject to the conditions set forth in the confidential offering memorandum, dated October 23, 2024 (the “Offering Memorandum”).

The purpose of the Exchange Offer is to prudently manage liquidity and upcoming maturities by extending the maturity of the Old Notes to 2026 while preserving the ability to retire the New Notes in the near term, supporting the Company’s commitment to reduce its debt balances. The Issuers have entered into a Support Agreement, dated October 23, 2024 (the “Support Agreement”) with holders (the “Supporting Holders”) of approximately 69% of the aggregate principal amount of outstanding Old Notes. Pursuant to the Support Agreement, the Supporting Holders have agreed to (i) validly tender their Old Notes in the Exchange Offer, (ii) not to withdraw or revoke any Old Notes tendered in the Exchange Offer and (iii) cooperate with and support the Issuers’ efforts to consummate the Exchange Offer.

The following table sets forth the consideration to be offered to Eligible Holders of the Old Notes in the Exchange Offer:

Title of<br><br><br>Notes	CUSIP Numbers /<br><br><br>ISIN	Aggregate<br><br><br>Principal<br> <br>Amount of Old<br><br><br>Notes	Base Exchange<br>Consideration^(1)^	Early Exchange<br>Premium^(1)^	Early Exchange<br>Consideration^(1)(2)^
11.00% Senior Notes due 2025	131477AT8 / U13077AJ8 US131477AT87 / USU13077AJ86	$363,541,000	$950 principal amount of New Notes	$50 principal amount of New Notes	$1,000 principal amount of New Notes
(1)	Total principal amount of New Notes for each $1,000 principal amount of Old Notes tendered and accepted for<br>exchange.
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(2)	Includes the Base Exchange Consideration and the Early Exchange Premium.
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The New Notes will have an interest rate of 11.00% per annum and will mature on April 15, 2026. The New Notes and the related guarantees will be general unsecured senior obligations, will rank equally in right of payment with all of the Issuers’ existing and future senior indebtedness, including the Old Notes, will be effectively subordinated to all of the Issuers’ and the guarantors’ existing and future secured debt to the extent of the value of the collateral and will be structurally subordinated to the indebtedness and other liabilities of the Company’s non-guarantor subsidiaries. Prior to May 15, 2025, the New Notes will be redeemable at a redemption price of 101.000% of par. On or after May 15, 2025, the New Notes will be redeemable at par. In addition, the indenture governing the New Notes will contain restrictive covenants and events of default that are substantially the same as the covenants applicable to the Old Notes.

Subject to the tender acceptance procedures described in the Offering Memorandum promptly after the Expiration Time (such date, the “Settlement Date”), (i) Eligible Holders tendering Old Notes at or prior to 5:00 p.m., New York City time, on November 5, 2024, unless extended (such time and date as it may be extended, the “Early Tender Time”) will be eligible to receive the Early Exchange Consideration listed in the table above; and (ii) Eligible Holders tendering their Old Notes after the Early Tender Time and at or prior to 5:00 p.m., New York City time, on November 21, 2024, unless extended (such time and date as it may be extended, the “Expiration Time”), will be eligible to receive the Base Exchange Consideration listed in the table above, in each case, plus accrued and unpaid interest on the Old Notes accepted for exchange to, but not including, the Settlement Date. The Issuers currently expect the Settlement Date to be November 25, 2024.

The Exchange Offer is subject to the satisfaction or waiver of a number of conditions, including a minimum participation condition that at least 80% of the aggregate principal amount of Old Notes outstanding be tendered for exchange in the Exchange Offer, which condition may be waived in the Issuers’ sole discretion. The Exchange Offer may be terminated, withdrawn, amended or extended at any time, including if any of the conditions are not satisfied or waived by the Expiration Time.

Tenders of Old Notes in the Exchange Offer may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on November 12, 2024, but not thereafter, subject to limited exceptions, unless such time is extended by the Issuers at their sole discretion.

The Exchange Offer will only be made, and the New Notes are only being offered and issued, to holders of Old Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act (any such holder, an “Eligible Holder”). Only Eligible Holders who have completed and returned an eligibility letter are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offer. Eligible Holders of the Old Notes who desire to obtain and complete an eligibility letter should contact the information agent and exchange agent, D.F. King & Co. Inc., at (800) 515-4479 (toll-free) or (212) 269-5550 (for banks and brokers), email calumet@dfking.com **** or at the website www.dfking.com/calumet.

Eligible Holders of the Old Notes are urged to carefully read the Offering Memorandum before making any decision with respect to the Exchange Offer. None of the Issuers, the dealer manager, the trustee with respect to the Old Notes and the New Notes and the information and exchange agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders of the Old Notes should exchange their Old Notes for New Notes in the Exchange Offer and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to tender Old Notes in the Exchange Offer and, if so, the principal amount of Old Notes to tender.

The New Notes and the Exchange Offer have not been and will not be registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, or any state or foreign securities laws. The New Notes may not be offered or sold in the United States or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer is not being made to Eligible Holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase or sell any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Calumet

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) the timing of the Exchange Offer and the expected participation of the Supporting Holders, (ii) our expectation regarding our business outlook and cash flows, and (iii) 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. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements. For additional information regarding known material risks, uncertainties and other factors that can affect future results, please see our filings with the SEC, including the risk factors and other cautionary statements in the latest Annual Report on Form 10-K of the Partnership and other filings with the SEC by the Company and the Partnership. 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.

SOURCE Calumet, Inc.

For further information: Investors: John Kompa 317-957-5237; Public Relations: Media Oakes 317-957-5319