~~UNITED STATES~~

~~SECURITIES AND EXCHANGE COMMISSION~~

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to Section 13 OR 15(d)~~

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~Date of Report (Date of earliest event reported): February 23, 2024~~

Date of Report (Date of earliest event reported): March 1, 2024

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		000-51734		35-1811116
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware		000-51734		35-1811116
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2780 Waterfront Pkwy E. Drive

Suite 200

Indianapolis, Indiana 46214

(Address of principal executive offices) (Zip Code)

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

(Former name or former address, if changed since last report.)

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)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

a Title of each class Trading symbol(s) Name of each exchange on which registered Common units representing limited partner interests 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.~~

~~Note Purchase Agreement~~

On February 23, 2024, Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), Calumet GP, LLC (the “General Partner”) and certain subsidiary guarantors named therein (the “Guarantors”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain qualified institutional buyers and institutional accredited investors named therein, pursuant to which the Issuers agreed to sell $200.0 million aggregate principal amount of a new series of the Issuers’ 9.25% Senior Secured First Lien Notes due 2029 (the “Notes”) in a private placement transaction in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes will mature on July 15, 2029 and will be issued at par. The closing of the issuance of the Notes is expected to occur on March 7, 2024, subject to customary closing conditions.

~~The~~Item ~~Note~~4.01 ~~Purchase~~Change ~~Agreement~~in ~~contains~~Registrant’s ~~customary~~Certifying ~~representations, warranties and agreements of the Issuers, the General Partner and the Guarantors and customary conditions to closing, obligations of the parties and termination provisions~~Accountant.

The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the full text of the Note Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Item~~(a) ~~2.02~~Dismissal ~~Results~~ of ~~Operations~~Previous ~~and~~Independent ~~Financial~~Registered ~~Condition.~~Public Accounting Firm

On February 23, 2024, the Partnership reported results of operations for the quarter and year ended December 31, 2023, pursuant to a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

InOn ~~accordance~~March ~~with~~1, ~~General~~2024, ~~Instruction~~the ~~B.2~~Audit and Finance Committee of ~~Form~~the ~~8-K~~Board of Directors of Calumet GP, LLC (the ~~information~~“Audit ~~contained~~and inFinance ~~this~~Committee”), ~~report~~the ~~shall~~general ~~not~~partner beof ~~deemed~~the Calumet Specialty Products Partners, L.P. (the “~~filed~~Partnership”), ~~for~~dismissed Ernst & Young LLP (“Ernst & Young”) as the ~~purpose~~Partnership’s independent registered public accounting firm. The reports of ~~Section 18~~Ernst & Young on the Partnership’s financial statements for each of the ~~Securities~~two ~~Exchange~~fiscal ~~Act~~years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of ~~1934~~opinion, nor were they qualified or modified as ~~amended~~to (uncertainty, audit scope or accounting principles. During the ~~“Exchange~~fiscal ~~Act”)~~years ended December 31, or2022 ~~otherwise~~and ~~subject~~2023 toand the ~~liabilities~~subsequent interim period preceding the dismissal of ~~that~~Ernst ~~section~~& Young, ~~nor~~there ~~shall~~were ~~such~~no ~~information~~“disagreements” ~~and~~within ~~Exhibit~~the ~~99.1~~meaning beof ~~deemed~~Item ~~incorporated~~304(a)(1)(iv) byof ~~reference~~Regulation ~~into~~S-K on any ~~filing~~matter ~~under~~of ~~the~~accounting ~~Securities~~principles ~~Act~~or practices, financial statement disclosure or ~~the~~auditing ~~Exchange~~scope ~~Act~~and procedures, ~~except~~which asdisagreements, ~~shall~~if benot ~~expressly~~resolved ~~set~~to ~~forth~~the bysatisfaction ~~specific~~of Ernst & Young, would have caused Ernst & Young to make reference to the matter in their reports on the financial statements for such ~~filing~~years.

~~Item 8.01 Other Information.~~

~~The~~During ~~Partnership~~the ~~also~~fiscal ~~announced~~years ~~today~~ended ~~that~~December it31, ~~has~~2022 ~~delivered~~and ~~(i) a~~2023, ~~notice~~there ofwere ~~conditional~~no ~~redemption~~“reportable ~~for~~events” ~~all~~within the meaning of ~~the~~Item ~~2024~~304(a)(1)(v) ~~Secured~~of ~~Notes~~Regulation atS-K, aexcept ~~redemption~~that ~~price~~Ernst of& ~~par,~~Young ~~plus~~issued ~~accrued~~an ~~and~~adverse ~~unpaid~~opinion ~~interest~~in totheir ~~but~~report ~~not~~on ~~including~~internal ~~the~~control ~~redemption~~over ~~date~~financial reporting as of ~~March 9,~~December ~~2024~~31, ~~and~~2023 ~~(ii)~~ as a ~~notice~~result of ~~conditional~~the ~~redemption~~material ~~for~~weakness ~~$50.0 million~~in ~~aggregate~~the ~~principal~~Partnership’s ~~amount~~internal ofcontrol over financial reporting that the ~~2025~~Partnership ~~Notes~~reported atin aPart ~~redemption~~II, ~~price~~Item 9A of ~~par~~the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~plus~~2023, ~~accrued~~as ~~and~~filed ~~unpaid~~with ~~interest~~the toSecurities ~~but~~and ~~not~~Exchange ~~including~~Commission (the ~~redemption~~“SEC”) ~~date~~on ofFebruary ~~April 15~~29, 2024, related to the Partnership’s accounting for and subsequent measurement of the redeemable noncontrolling interest.

The Issuers’ obligation to redeem all of the 2024 Secured Notes and $50.0 million aggregate principal amount of the 2025 Notes, in each case, is conditioned upon, on or before March 9, 2024, the completion of a private placement of at least $200.0 million aggregate principal amount of the Issuers’ senior debt securities. The Issuers will publicly announce and notify the holders of the 2024 Secured Notes, the holders of the 2025 Notes and Wilmington Trust, National Association, as trustee, if the foregoing condition is not satisfied or waived, whereupon the redemptions will be revoked and the 2024 Secured Notes and the 2025 Notes called for redemption will remain outstanding.

The Partnership provided Ernst & Young with a copy of the foregoing disclosures contained in this Current Report on Form 8-K and requested that Ernst & Young furnish the Partnership with a letter addressed to the SEC stating whether or not it agrees with the statements contained herein, as specified by Item 304(a)(3) of Regulation S-K. A copy of Ernst & Young’s letter, dated March 4, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm

On March 1, 2024, the Audit and Finance Committee engaged Grant Thornton LLP (“Grant Thornton”) as the Partnership’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

During the fiscal years ended December 31, 2022 and 2023, or during any subsequent interim period prior to the engagement of Grant Thornton, neither the Partnership nor anyone on its behalf consulted with Grant Thornton with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Partnership’s consolidated financial statements, and neither a written report nor oral advice was provided to the Partnership that Grant Thornton concluded was an important factor considered by the Partnership in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
Exhibit No.		Description
10.1		Note Purchase Agreement, dated February 23, 2024, by and among the Partnership, Finance Corp., the General Partner, the Guarantors and the purchasers named therein.
16.1		Letter from Ernst & Young LLP to the SEC, dated March 4, 2024.
99.1		Press Release, dated February 23, 2024.
104		Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document.
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 SPECIALTY PRODUCTS PARTNERS, L.P.

	By:	CALUMET GP, LLC, its General Partner

March 5, 2024	By:	/s/ David Lunin
		Name: David Lunin
		Title: Executive Vice President and Chief Financial Officer

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET GP, LLC,

its General Partner

Date: February 23, 2024

/s/ Todd Borgmann

Todd Borgmann

Chief Executive Officer

Filing Compare · Calumet Specialty Products Partners, L.P.