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Calumet Specialty Products Partners, L.P. (NASDAQ:CLMT) ("Calumet," "the Partnership," "we," or "us"), announced today that we have entered into an agreement that sets forth the terms of our previously announced conversion (the "Conversion") to a new Delaware corporation, Calumet Inc. ("New Calumet").
As previously announced, on November 9, 2023, Calumet entered into the Partnership Restructuring Agreement with Calumet GP LLC, the general partner of the Partnership (the "General Partner"), and The Heritage Group and the other owners of the General Partner (collectively, the "Sponsor Parties"), pursuant to which the parties agreed to negotiate and enter into a Conversion Agreement to, among other things, implement the terms of the Conversion.
On February 9, 2024, Calumet, the General Partner, New Calumet, Calumet Merger Sub I LLC, Calumet Merger Sub II LLC and the Sponsor Parties entered into the Conversion Agreement (the "Conversion Agreement"). The Board of Directors of the General Partner (the "Board") has unanimously approved the terms of the Conversion Agreement. The Board approved the Conversion Agreement following the recommendation and special approval of the Conflicts Committee of the Board. New Calumet is expected to file a registration statement on Form S-4 with the Securities and Exchange Commission containing a proxy statement/prospectus that will be used to solicit proxies for the vote of the Partnership's unitholders in connection with the Conversion and other matters that will be described more fully in the proxy statement/prospectus.
"Completion of the conversion agreement is the next step in Calumet's transformation from an MLP to a C-Corp," said Todd Borgmann, CEO. "In the coming months, we expect to file the S-4 and hold a unitholder vote, with an ultimate target of mid-year for completing the conversion. 2024 is a pivotal year for Calumet, filled with near-term catalysts that could create meaningful shareholder value. I thank our General Partner and Conflicts Committee for laying the groundwork for this conversion which will enable more investors to participate in the Calumet opportunity."
For more information and for further details, please see the Form 8-K that will be filed with the Securities and Exchange Commission.
Conditions to Closing and Tax Treatment
Completion of the Conversion is subject to customary conditions including the approval by the Partnership's unitholders at a special meeting and the customary closing conditions of the associated agreements having been satisfied or waived. The Conversion is intended to be tax-free to the Partnership's unitholders subject to potential recapture for some unitholders as a result of the change in tax status from a partnership to a C-Corporation. The Conversion is expected to close within approximately six months from the execution of the Conversion Agreement.
Posted In: CLMT
