Calumet, Inc. /DE 8-K

What Happened

• Calumet, Inc. and certain affiliates entered a Purchase Agreement on March 12, 2026, to sell $150.0 million aggregate principal of 9.75% Senior Notes due February 15, 2031 (the “Additional Notes”) in a private Rule 144A/Reg S placement. The notes are priced to the public at 105% of par (plus accrued interest from January 12, 2026), with expected net proceeds of about $154.9 million. Closing is expected on March 17, 2026, subject to customary conditions. The Company said it intends to use the net proceeds to repay borrowings under its revolving credit facility.
• The Additional Notes will be issued as the same series as the $405.0 million of 9.75% Senior Notes due 2031 issued January 12, 2026. The Company also entered a Tenth Amendment to its credit agreement on March 12, 2026 to permit the issuance. A press release announcing the pricing was issued the same day.

Key Details

• Amount: $150.0 million Additional Notes; coupon: 9.75%; maturity: February 15, 2031.
• Price: issued at 105% of principal; accrued interest payable from January 12, 2026; estimated net proceeds ≈ $154.9 million.
• Timing: Purchase Agreement dated March 12, 2026; expected closing March 17, 2026.
• Credit/legal: Tenth Amendment to the Third Amended and Restated Credit Agreement permits the issuance; Additional Notes will form a single series with the $405.0M Existing Notes.

Why It Matters

• The transaction raises immediate cash (≈$154.9M) that Calumet intends to use to reduce borrowings on its revolving credit facility, which affects near-term liquidity and the company’s borrowing mix.
• The new notes carry a high fixed coupon (9.75%), which fixes interest cost for this portion of debt through 2031 and increases long-term senior debt outstanding by $150M as part of the same note series issued earlier in January 2026.
• Several initial purchasers and their affiliates have existing banking and derivative relationships with Calumet (including Bank of America as administrative agent), which the filing discloses as customary commercial relationships.