UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2011 (February 24, 2011)
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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000-51734
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37-1516132 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, Indiana 46214
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (317) 328-5660
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On February 24, 2011, Calumet Specialty Products Partners, L.P. (the “Partnership”)
and Calumet GP, LLC (the “General Partner”) entered
into an Underwriting Agreement (the “Underwriting Agreement”), filed herewith as Exhibit 1.1, with
Goldman, Sachs & Co., Barclays Capital Inc. and Deutsche Bank Securities Inc. as joint book-running
managers and representatives of the several underwriters named therein (collectively, the
“Underwriters”), which provides for the issuance and sale by the Partnership, and purchase by the
Underwriters, of 4,500,000 common units representing limited partner interests in the Partnership
(the “Common Units”) at $21.45 per Common Unit. The Underwriters were also granted an
over-allotment option for a period of 30 days to purchase up to a maximum of 675,000 additional
Common Units. The material terms of the offering of the Common Units are described in the
prospectus supplement, dated February 24, 2011, as filed by the Partnership with the Securities and
Exchange Commission (the “Commission”). The offer
and sale of the Common Units are registered with
the Commission pursuant to a Registration Statement on Form S-3 (File No. 333-170390), and the
closing with respect to the 4,500,000 Common Units is expected to occur on March 1, 2011.
The
Partnership intends to use the net proceeds from this offering,
including the proportionate capital contribution from its general
partner, to repay borrowings
outstanding under its revolving credit facility. Additional net proceeds, if any, will be used for
general partnership purposes, including working capital, capital expenditures and acquisitions. The
net proceeds from any exercise of the Underwriters’ option to purchase additional Common Units will
be used to repay any additional borrowings outstanding under its revolving credit facility or for
general partnership purposes, including working capital, capital expenditures and acquisitions.
Some of the Underwriters and their affiliates have performed investment and commercial banking
and advisory services for the Partnership and its affiliates from time to time for which they have
received customary fees and expenses. The Underwriters and their affiliates may, from time to time,
engage in transactions with and perform services for the Partnership in the ordinary course of
their business.
The Underwriting Agreement contains customary representations, warranties and agreements of
the Partnership and certain affiliates, and customary conditions to closing, indemnification
rights, obligations of the parties and termination provisions. The foregoing description of the
Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a
copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 23, 2011, the Partnership issued a press release announcing the offering described
in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as
Exhibit 99.1 hereto.
On February 24, 2011, the Partnership issued a press release announcing that it had priced the
offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is
furnished as Exhibit 99.2 hereto.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.