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): March 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
of incorporation)
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(Commission File Number)
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(IRS Employer
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 March 24, 2011, Calumet Lubricants Co., L.P. (“Calumet Lubricants”), a wholly owned
subsidiary of Calumet Specialty Products Partners, L.P. (the “Company”), entered into Amendment No.
5 (the “Princeton Amendment”) to that certain Crude Oil Supply Agreement, effective as of April 30,
2008 (as amended since such date, the “Princeton Crude Oil Supply Agreement”), by and between
Calumet Lubricants and Legacy Resources Co., L.P. (“Legacy”), under which Legacy supplies the
Company’s Princeton refinery with all of the refinery’s crude oil requirements on a just-in-time
basis. The Princeton Amendment, effective as of March 1, 2011, modifies the market-based pricing
mechanism established in the Princeton Crude Oil Supply Agreement and shortens the termination
notice period set forth in the Princeton Crude Oil Supply Agreement from approximately 90 days to
approximately 60 days. Concurrent with entering into the Princeton Amendment, on March 24, 2011,
Calumet Lubricants provided notice to Legacy that it will exercise its contractual rights under the
Princeton Crude Oil Supply Agreement, as amended by the Princeton Amendment, to terminate the
Princeton Crude Oil Supply Agreement on May 31, 2011. The Company will not incur any material
early termination penalties in connection with its termination of the Princeton Crude Oil Supply
Agreement.
On March 24, 2011, Calumet Shreveport Fuels, LLC (“Calumet Shreveport Fuels”), a wholly owned
subsidiary of the Company, entered into Amendment No. 5 (the “Shreveport Amendment”) to that
certain Crude Oil Supply Agreement, effective as of September 1, 2009 (as amended since such date,
the “Shreveport Crude Oil Supply Agreement”), by and between Calumet Shreveport Fuels and Legacy,
under which Legacy supplies the Company’s Shreveport refinery with a portion of the refinery’s
crude oil requirements on a just-in-time basis. The Shreveport Amendment, effective as of March 1,
2011, modifies the market-based pricing mechanism established in the Shreveport Crude Oil Supply
Agreement and shortens the termination notice period set forth in the Shreveport Crude Oil Supply
Agreement from approximately 90 days to approximately 60 days. Concurrent with entering into the
Shreveport Amendment, on March 24, 2011, Calumet Shreveport Fuels provided notice to Legacy that it
will exercise its contractual rights under the Shreveport Crude Oil Supply Agreement, as amended by
the Shreveport Amendment, to terminate the Shreveport Crude Oil Supply Agreement on May 31, 2011.
The Company will not incur any material early termination penalties in connection with its
termination of the Shreveport Crude Oil Supply Agreement.
Because Legacy is owned in part by The Heritage Group, an affiliate of the Company’s general
partner, the Company’s chief executive officer, F. William Grube, and the Company’s president and
chief operating officer, Jennifer G. Straumins, the terms of the Princeton Crude Oil Supply
Agreement, as amended by the Princeton Amendment, and the Shreveport Crude Oil Supply Agreement, as
amended by the Shreveport Amendment, were reviewed by the Company’s conflicts committee, which
consists entirely of independent directors. The conflicts committee approved the Princeton
Amendment and the Shreveport Amendment after determining that their respective terms are fair and
reasonable to the Company.
The foregoing descriptions are qualified in their entirety by reference to the Princeton
Amendment and the Shreveport Amendment, copies of which are attached hereto as Exhibit 10.26 and
Exhibit 10.27, respectively, and the Princeton Crude Oil Supply Agreement and the Shreveport Crude
Oil Supply Agreement, each of which was filed separately as Exhibit 10.1 to the Company’s Current
Reports on Form 8-K on May 6, 2008 and September 4, 2009, respectively, and are incorporated herein
by reference.