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): April 15, 2011
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction
of incorporation)
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000-51734
(Commission File Number)
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37-1516132
(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 April 15, 2011, Calumet Specialty Products Partners, L.P. (the “Partnership”), Calumet
Finance Corp. (“Calumet Finance” and, together with the
Partnership, the “Issuers”), certain subsidiary guarantors
(the “Guarantors”) and Calumet GP, LLC (the “General
Partner”) entered into a
purchase agreement (the “Purchase Agreement”) with Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co., as representatives of the
several initial purchasers named therein (collectively, the “Initial Purchasers”) to offer and sell $400 million
aggregate principal amount of the Issuers’ 9 3/8% senior notes due 2019 (the “2019 Notes”) in
accordance with a private placement conducted pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended. The closing of the issuance of the 2019 Notes is scheduled to
occur on April 21, 2011.
The Partnership intends to use the net proceeds from the issuance of the 2019 Notes to repay
in full borrowings outstanding under its existing senior secured term loan facility, as well as all
accrued interest and fees, and for general partnership purposes.
The Purchase Agreement contains customary representations, warranties and agreements of the
Issuers, the General Partner and the Guarantors, and customary conditions to closing,
indemnification rights, obligations of the parties and termination provisions.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference
to the full text of the Purchase Agreement, which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation.
Seventh Amendment to Revolving Credit Agreement
On April 15, 2011, the Partnership and its operating subsidiaries entered into a Seventh
Amendment to Credit Agreement and Consent (the “Amendment”), which amends the Partnership’s Credit
Agreement, dated as of December 9, 2005 (as previously amended, the “Credit Agreement”), with
certain lenders party thereto (the “Lenders”), and Bank of America, N.A., as Agent for the Lenders.
The Amendment amends the Credit Agreement to, among other things, (i) permit the issuance of
the 2019 Notes; (ii) upon consummation of the issuance of the 2019 Notes and the termination of the
Partnership’s senior secured term loan facility, release the Lenders’ second priority lien on the
collateral securing the senior secured term loan facility; and (iii) change the interest rate
pricing on the Credit Agreement as follows:
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| Consolidated |
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Base Rate |
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LIBOR |
| Leverage Ratio |
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Revolving Loans |
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Revolving Loans |
< 2.75 to 1.0
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0.50 |
% |
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2.00 |
% |
≥ 2.75 to 1.0 but |
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< 3.25 to 1.0
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0.75 |
% |
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2.25 |
% |
≥ 3.25 to 1.0
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1.00 |
% |
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2.50 |
% |
The completion of the issuance of the 2019 Notes is a condition precedent to the
effectiveness of the terms amended by the Amendment.
The foregoing description of the Amendment is qualified in its entirety by reference to the
full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference herein.