8-K12B
filed July 10, 2024, 7:59 PM ET
ticker CLMT
CIK 0002013745
other material
confidence high
sentiment neutral
materiality 0.75
Calumet, Inc. /DE (CLMT): M&A transaction — Calumet completes conversion from MLP to C-corp, begins trading as CLMT
Calumet, Inc. /DE
- Conversion closed July 10, 2024; all Partnership common units exchanged for equal number of Calumet, Inc. shares.
- Sponsor parties received 5.5M shares and 2.0M warrants exercisable at $20/share as partial consideration.
- New nine-member board appointed; Stephen Mawer as Chair; committees established.
- Registration rights agreement requires shelf filing within 30 days; piggyback rights granted.
- Common stock to trade on Nasdaq under CLMT starting July 11, 2024.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul C. Raymond III was appointed as Director at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed James S. Carter, Daniel J. Sajkowski, Amy M. Schumacher, Daniel L. Sheets, Paul C. Raymond III, Jennifer G. Straumins, John G. Boss, Karen A. Twitchell and Todd Borgmann (collectively, the “Appointed Directors”) to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel J. Sajkowski was appointed as Director at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed James S. Carter, Daniel J. Sajkowski, Amy M. Schumacher, Daniel L. Sheets, Paul C. Raymond III, Jennifer G. Straumins, John G. Boss, Karen A. Twitchell and Todd Borgmann (collectively, the “Appointed Directors”) to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Todd Borgmann was appointed as Director at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed James S. Carter, Daniel J. Sajkowski, Amy M. Schumacher, Daniel L. Sheets, Paul C. Raymond III, Jennifer G. Straumins, John G. Boss, Karen A. Twitchell and Todd Borgmann (collectively, the “Appointed Directors”) to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Karen A. Twitchell was appointed as Director at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed James S. Carter, Daniel J. Sajkowski, Amy M. Schumacher, Daniel L. Sheets, Paul C. Raymond III, Jennifer G. Straumins, John G. Boss, Karen A. Twitchell and Todd Borgmann (collectively, the “Appointed Directors”) to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel L. Sheets was appointed as Director at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed James S. Carter, Daniel J. Sajkowski, Amy M. Schumacher, Daniel L. Sheets, Paul C. Raymond III, Jennifer G. Straumins, John G. Boss, Karen A. Twitchell and Todd Borgmann (collectively, the “Appointed Directors”) to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John G. Boss was appointed as Director at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed James S. Carter, Daniel J. Sajkowski, Amy M. Schumacher, Daniel L. Sheets, Paul C. Raymond III, Jennifer G. Straumins, John G. Boss, Karen A. Twitchell and Todd Borgmann (collectively, the “Appointed Directors”) to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Amy M. Schumacher was appointed as Director at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed James S. Carter, Daniel J. Sajkowski, Amy M. Schumacher, Daniel L. Sheets, Paul C. Raymond III, Jennifer G. Straumins, John G. Boss, Karen A. Twitchell and Todd Borgmann (collectively, the “Appointed Directors”) to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen P. Mawer was appointed as Chairperson of the Board at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Chairperson of the Board
Exact text from the filing
Stephen P. Mawer previously served as the sole director of the Company and was appointed as the Chairperson of the Board upon completion of the Conversion.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer G. Straumins was appointed as Director at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed James S. Carter, Daniel J. Sajkowski, Amy M. Schumacher, Daniel L. Sheets, Paul C. Raymond III, Jennifer G. Straumins, John G. Boss, Karen A. Twitchell and Todd Borgmann (collectively, the “Appointed Directors”) to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James S. Carter was appointed as Director at Calumet, Inc. /DE.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed James S. Carter, Daniel J. Sajkowski, Amy M. Schumacher, Daniel L. Sheets, Paul C. Raymond III, Jennifer G. Straumins, John G. Boss, Karen A. Twitchell and Todd Borgmann (collectively, the “Appointed Directors”) to the Board.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Calumet, Inc. /DE underwent a change of control involving Calumet Specialty Products Partners, L.P., Calumet GP, LLC, The Heritage Group (closed 2024-07-10).
- Action
- change of control
- Counterparty
- Calumet Specialty Products Partners, L.P., Calumet GP, LLC, The Heritage Group
- Closing
- 2024-07-10
Exact text from the filing
On July 10, 2024, the Company completed the previously announced transactions contemplated by the Conversion Agreement.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Calumet, Inc. /DE completed an acquisition involving Calumet Specialty Products Partners, L.P. (closed 2024-07-10).
- Action
- acquisition
- Counterparty
- Calumet Specialty Products Partners, L.P.
- Closing
- 2024-07-10
Exact text from the filing
Merger Sub II merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly owned subsidiary of the Company, and all of the common units representing limited partner interests in the Partnership (“Common Units”) were exchanged into the right to receive an equal number of shares of Common Stock (the “Partnership Merger”);
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Calumet, Inc. /DE completed an acquisition involving Calumet GP, LLC for 5.5 million shares of Common Stock and 2.0 million Warrants (closed 2024-07-10).
- Action
- acquisition
- Counterparty
- Calumet GP, LLC
- Consideration
- 5.5 million shares of Common Stock and 2.0 million Warrants
- Closing
- 2024-07-10
Exact text from the filing
Merger Sub I merged with and into the General Partner, with the General Partner continuing as the surviving entity and a wholly owned subsidiary of the Company, and all outstanding equity interests of the General Partner were exchanged into the right to receive an aggregate of 5.5 million shares of Common Stock and 2.0 million Warrants (the “GP Merger”).
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.