Calumet offers to swap up to $200 million of 2022 notes for new notes

By Sarah Lizee

Olympia, Wash., July 6 – Calumet Specialty Products Partners, LP and Calumet Finance Corp. launched a private offer to exchange up to $200 million of their $350 million 7 5/8% senior notes due 2022 (Cusip: 131477AL5) for up to $200 million of newly issued 9¼% senior secured first-lien notes due 2024, according to a press release.

The issuers entered into a support agreement on July 6 with holders of about 55.9% of the principal amount of outstanding 2022 notes and 65.8% of the principal amount of outstanding 2025 notes.

Under the agreement, the supporting holders have agreed to validly tender their 2022 notes in the exchange offer and deliver their consents in connection with a related consent solicitation.

Eligible holders tendering their 2022 notes at or prior to 5 p.m. ET on July 17, the early tender time, will be eligible to receive $1,000 principal amount of new notes for each $1,000 principal amount of 2022 notes tendered for exchange.

Holders tendering their 2022 notes after the early tender time and at or prior to 11:59 p.m. ET on July 31, the expiration date will be eligible to receive $950 principal amount of new notes for each $1,000 principal amount of 2022 notes accepted for exchange.

In each case, holders will also receive accrued interest on the 2022 notes accepted for exchange to but not including the settlement date.

The issuers expect the settlement date to be Aug. 5.

In connection with the exchange offer, the issuers are soliciting consents from holders of their outstanding 11% senior notes due 2025 to some proposed amendments to the indenture governing the 2025 notes to allow for the issuers to complete the exchange offer.

The issuers must receive consents from holders representing at least a majority of the outstanding principal amount of 2025 notes to adopt the proposed amendments.

Upon receipt of the requisite consents to the proposed amendments, holders of the 2025 notes who validly deliver consents at or prior to 11:59 p.m. ET on July 31 will receive cash consideration equal to $2.50 per $1,000 in principal amount of 2025 notes.

The exchange offer is not conditioned upon any minimum amount of 2022 notes tendered or the receipt of the requisite consents to the proposed amendments.

Tenders of 2022 notes in the exchange offer may be validly withdrawn and delivery of consents in the consent solicitation may be validly revoked at any time prior to 5 p.m. ET on July 17.

The information agent and exchange agent is D.F. King & Co. Inc. (800 515-4479 toll-free, 212 269-5550 for banks and brokers, calumet@dfking.com).

Calumet is an Indianapolis-based master limited partnership and a producer of fuel products and specialty hydrocarbon products.

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