CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. (NASDAQ:CLMT) Files An 8-K Entry into a Material Definitive AgreementItem 2.01. Entry into a Definitive Material Agreement.
On November 21, 2017, Calumet Operating, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Calumet Specialty Products Partners, L.P. (the “Company”), completed the sale to a subsidiary of Q’Max Solutions Inc. (“Q’Max”) of all of the issued and outstanding membership interests in Anchor Drilling Fluids USA, LLC, a Delaware limited liability company (“Anchor”) to a membership interest purchase agreement (“Purchase Agreement”), for total consideration of approximately $83.8 million (the “Anchor Transaction”). Anchor provides drilling and completion fluids, solids control services and equipment, drilling and completion fluid engineering services, and other related onsite services to the oil and gas exploration industry. The total consideration consists of $50.0 million in cash (which includes approximately $25.8 million for the repayment of intercompany indebtedness of Anchor, $5.0 million in cash that will be paid within six months and $3.0 million in cash that will be paid in twelve months), approximately $15.4 million to be paid over two years for net working capital and other items and approximately $18.4 million in value attributable to a 10% equity ownership interest in Fluid Holding Corp, the parent company of Q’Max. The cash consideration is subject to certain purchase price adjustments relating to, among other things, final net working capital adjustments.
The foregoing description of the Purchase Agreement provides only a summary of the Purchase Agreement and the transactions contemplated thereunder, does not purport to be complete and is subject to and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1, to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition.
The information included in Item 2.01 is incorporated herein by reference.
Item 2.01. Regulation FD Disclosure.
On November21, 2017, the Company issued a press release announcing the completion of the Anchor Transaction. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 2.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The Company’s Unaudited Pro Forma Consolidated Statement of Operations for the years ended December 31, 2014, 2015 and 2016 (collectively, the “Unaudited Pro Forma Consolidated Financial Statements”) together with the notes thereto, are attached hereto and incorporated herein as Exhibit 99.2 hereto. The September 30, 2017 consolidated balance sheet and nine months ended September 30, 2017 consolidated statement of operations will be filed in an amendment to this Form 8-K once available.
(d) Exhibits
Calumet Specialty Products Partners, L.P. ExhibitEX-2.1 2 clmt20171121_21.htm EXHIBIT 2.1 Exhibit Exhibit 2.1MEMBERSHIP INTEREST PURCHASE AGREEMENTby and amongAnchor Drilling Fluids USA,…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.
