Deal Description: On June 12, 2023, Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) (“Calumet”) and its wholly owned subsidiary, Calumet Finance Corp., announced the pricing of a private placement (the “Offering”) under Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $325 million in aggregate principal amount of 9.75% Senior Notes due 2028 (the “Notes”). The Notes will be guaranteed by certain subsidiaries of Calumet. The Notes mature on July 15, 2028 and will be issued at par. The Offering is expected to close on June 27, 2023, subject to customary closing conditions.

Calumet intends to use the net proceeds from the Offering to fund its offers to purchase (the “Tender Offers”) any and all of the outstanding $200 million in aggregate principal amount of the 9.25% Senior Secured First Lien Notes due 2024 (the “2024 Secured Notes”) and up to $100 million in aggregate principal amount of the outstanding 11.00% Senior Notes due 2025 and to pay related premiums and expenses, with the remaining net proceeds to be used for general partnership purposes, including debt repayment. Following the consummation or termination of the Tender Offer to purchase the 2024 Secured Notes and assuming completion of the Offering, on or after July 15, 2023, Calumet intends to redeem any amount of 2024 Secured Notes that remain outstanding at par, plus accrued and unpaid interest to, but not including, the redemption date.

Baker Botts L.L.P. represented the initial purchasers in the Offering and the dealer manager in the Tender Offers.

The company’s press release can be found here.

Value: $325 million

Baker Botts Lawyers/Office Involved:

• Corporate: Joshua Davidson (Partner, Houston); Eileen Boyce (Partner, Houston); Mike Hoffman (Special Counsel, Houston); Garrett Hughey (Senior Associate, Houston); Chelsea Johnson (Associate, Houston)
• Finance: Clint Culpepper (Partner, Austin); Caitlin Lawrence (Partner, Houston); Regan Vicknair (Associate, Houston)
• Tax: Chuck Campbell (Special Counsel, Houston)
• Environmental: Elizabeth Singleton (Special Counsel, Houston)

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