Calumet, Inc. /DE 8-K

What Happened
Calumet, Inc. (CLMT) disclosed on January 12, 2026 that its subsidiaries Calumet Specialty Products Partners, L.P. and Calumet Finance Corp. issued $405.0 million aggregate principal amount of 9.75% Senior Notes due 2031 in a private placement (Rule 144A / Reg S). The notes were issued at 98.996% of par for net proceeds of about $393.0 million. The company says it intends to use these proceeds, together with cash on hand and borrowings under its revolving credit facility, to redeem all outstanding 11.00% senior notes due 2026 and 8.125% senior notes due 2027 on or before January 21, 2026 (this statement of intent is not a formal redemption notice).

Key Details

• New notes: $405.0M principal, 9.75% coupon, mature February 15, 2031; interest paid semi‑annually Feb 15 and Aug 15 (first interest payment Aug 15, 2026).
• Issue economics: sold at 98.996% of par; net proceeds ≈ $393.0M after discounts and offering expenses.
• Guarantees & covenants: notes are senior unsecured and guaranteed by Calumet, Inc., Calumet GP, LLC and most partnership subsidiaries; indenture includes customary covenants limiting additional indebtedness, liens, dividends/repurchases, investments, transactions with affiliates and certain asset sales (many covenants can be suspended if notes are investment grade and no default exists).
• Redemption/repurchase terms: optional redemptions permitted with specified premiums (e.g., 104.875% in 2028, 102.438% in 2029, 100% in 2030+); up to 35% may be redeemed prior to Feb 15, 2028 with equity offering proceeds at 109.75% (subject to conditions); change‑of‑control repurchase price = 101% of principal plus accrued interest.
• Other: issuer may temporarily invest proceeds in short‑term, investment‑grade instruments; company issued a press release announcing the closing.

Why It Matters
This transaction replaces near‑term maturities (2026 and 2027) with a longer‑dated obligation due 2031, extending Calumet’s debt maturity profile. Investors should note the new 9.75% interest cost compared with the replaced 11.00% and 8.125% notes, the net cash proceeds amount, and the covenant structure and guarantees that affect creditor protections. The company’s stated plan to redeem the 2026 and 2027 notes may materially change near‑term cash flow needs, but the filing clarifies that redemption intent is not yet a formal notice under the related indentures.