CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. (NASDAQ:CLMT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On September 20, 2019, Calumet Specialty Products Partners, L.P. (the “Partnership”) announced that West Griffin, Executive Vice President and Chief Financial Officer (“CFO”) of the Partnership, would be leaving his role as CFO of the Partnership by the end of the year. Mr. Griffin has agreed to serve in a consulting role with the Partnership through the closing of the financial process for the 2019 fiscal year. His departure is not the result of any disagreement with the Partnership or any of its affiliates on any matter relating to the Partnership’s operations, policies or practices.
On September 20, 2019, the Partnership issued a press release announcing the matter described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
Further, on September 20, 2019, the Partnership announced its intent, subject to market conditions, to offer, with its wholly-owned subsidiary Calumet Finance Corp., a Delaware corporation, $550 million in aggregate principal amount of senior unsecured notes due 2025 (the “Notes”) in a private placement to eligible purchasers. In connection with the Notes offering, the Partnership is providing certain data regarding the Partnership to prospective investors in a preliminary offering memorandum, dated September 20, 2019, which such information is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The Partnership intends to use the net proceeds from the offering of the Notes, together with borrowings under its revolving credit facility and cash on hand, to redeem all of its outstanding 6.50% senior notes due 2021 and pay related expenses.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or other document filed to the Securities Act of 1933, as amended (the “Securities Act”), regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s control. All statements, other than historical facts included in this Current Report on Form 8-K, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Partnership believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.
On September 20, 2019, the Partnership issued a press release, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference, announcing the offering of the Notes.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes will not initially be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
| 99.1 | Press release regarding CFO Transition dated September 20, 2019. |
| 99.2 | Certain information being provided to potential investors in the Notes offering. |
| 99.3 | Press release regarding the Notes offering dated September 20, 2019. |
Calumet Specialty Products Partners, L.P. Exhibit
EX-99.1 2 f8k091919ex99-1_calumet.htm PRESS RELEASE REGARDING CFO TRANSITION DATED SEPTEMBER 20,…
To view the full exhibit click here
About CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. (NASDAQ:CLMT)
Calumet Specialty Products Partners, L.P. is a producer of specialty hydrocarbon products. The Company operates through three segments. In its specialty products segment, the Company processes crude oil and other feedstocks into a range of customized lubricating oils, white mineral oils, solvents, petrolatums and waxes. Its specialty products are sold to domestic and international customers using its products as raw material components. It also blends and market specialty products through its Royal Purple, Bel-Ray, TruFuel and Quantum brands. In its fuel products segment, the Company processes crude oil into a range of fuel and fuel-related products, including gasoline, diesel, jet fuel, asphalt and heavy fuel oils, and resells purchased crude oil to third-party customers. Its oilfield services segment manufactures and markets products and provides oilfield services, including drilling fluids, completion fluids and solids control services to the oil and gas exploration industry.
