Calumet Specialty Products Partners, L.P.: M&A transaction — Calumet completes conversion from MLP to corporation; units exchanged for stock

Calumet Specialty Products Partners, L.P.

Effective July 10, 2024, Calumet converted to Calumet, Inc. via merger; common units exchanged 1:1 for common stock.
Approximately 80.4M shares of common stock issued to former unitholders; sponsor parties received 5.5M shares and 2M warrants ($20 strike, exp. 2027).
Common stock begins trading on Nasdaq under CLMT on July 11; partnership units delisted and deregistration filed.
Unitholders approved conversion with 55.5M votes for, 183K against; also approved board classification, forum selection, LTIP, and adjournment.
Omnibus agreement with The Heritage Group terminated effective closing; no outstanding obligations remain.

item 1.02 item 2.01 item 3.01 item 5.01 item 5.03 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

Calumet Specialty Products Partners, L.P. underwent a change of control involving New Calumet (closed 2024-07-10).

Action: change of control
Counterparty: New Calumet
Closing: 2024-07-10

Exact text from the filing

On July 10, 2024 (the “Closing Date”), the Partnership completed the previously announced transactions contemplated by (i) the Partnership Restructuring Agreement, dated November 9, 2023 (as amended, the “Partnership Restructuring Agreement”), among the Partnership, the General Partner and the other parties thereto, including The Heritage Group (collectively, the “Sponsor Parties”), as amended by the First Amendment to the Restructuring Agreement, dated February 9, 2024, and (ii) the Conversion Agreement, dated February 9, 2024 (as amended, the “Conversion Agreement”), among the Partnership, the General Partner, Calumet, Inc. (“New Calumet”), Calumet Merger Sub I LLC (“Merger Sub I”), Calumet Merger Sub II LLC (“Merger Sub II”) and the Sponsor Parties, as amended by the First Amendment to the Conversion Agreement, dated April 17, 2024 (such transactions, the “Conversion”).

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Source: SEC EDGAR

accession 0001193125-24-177303

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