Filed by Calumet Specialty Products Partners, L.P. Commission File No.:
000-51734 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Calumet, Inc. Registration No.: 333-277682 click to enter your slide title First
Quarter 2024 Financial Results May 10, 2024 1
Cautionary Statements Forward-Looking Statements This Presentation has been
prepared by Calumet Specialty Products Partners, L.P. (the “Company,” “Calumet,” we, our or like terms) and Montana Renewables, LLC (“MRL”) as of May 10, 2024. The information in this Presentation includes certain
“forward-looking statements.” These statements can be identified by the use of forward-looking terminology including “may,” “intend,” “believe,” “expect,” “anticipate,”
“estimate,” “forecast,” “outlook,” “continue” or other similar words. The statements discussed in this Presentation that are not purely historical data are forward-looking statements. These
forward-looking statements discuss future expectations or state other “forward-looking” information and involve risks and uncertainties. When considering forward-looking statements, you should keep in mind the risk factors and other
cautionary statements included in our most recent Annual Report on Form 10-K and other filings with the SEC. The risk factors and other factors noted in our most recent Annual Report on Form 10-K and other filings with the SEC could cause our actual
results to differ materially from those contained in any forward-looking statement. Our forward-looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any
forward-looking statement. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. Existing and prospective investors are cautioned
not to place undue reliance on such forward- looking statements, which speak only as of the date of this Presentation. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a
result of new information, future events or otherwise. Additional Information and Where to Find It This Presentation relates to the proposed corporate reorganization (the “Transaction”) between Calumet and Calumet Inc., a newly formed
Delaware corporation (“New Calumet”). This Presentation may be deemed to be solicitation material in respect of the proposed Transaction. The proposed Transaction will be submitted to Calumet’s unitholders for their consideration.
In connection with the proposed Transaction, Calumet and New Calumet have prepared and filed with the SEC a registration statement on Form S-4 (the “Form S-4”) containing a proxy statement/prospectus (the “Proxy
Statement/Prospectus”) to be distributed to Calumet’s unitholders in connection with Calumet’s solicitation of proxies for the vote of Calumet’s unitholders in connection with the proposed Transaction and other matters as
described in such Proxy Statement/Prospectus. The Proxy Statement/Prospectus will also serve as the prospectus relating to the offer of the securities to be issued to equityholders of Calumet and Calumet GP, LLC, the general partner of Calumet (the
“General Partner”), in connection with the completion of the proposed Transaction. Calumet and New Calumet may file other relevant documents with the SEC regarding the proposed Transaction. The definitive Proxy Statement/Prospectus will
be mailed to Calumet’s unitholders when available. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND UNITHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended. The Proxy Statement/Prospectus, any amendments or supplements thereto and other relevant materials, and any other documents filed by Calumet or New Calumet with the SEC, may be obtained once such
documents are filed with the SEC free of charge at the SEC’s website at www.sec.gov or free of charge from Calumet at www.calumet.com or by directing a written request to Calumet at 2780 Waterfront Parkway East Drive, Indianapolis, Indiana
46214. Participants in the Solicitation Calumet, the General Partner and certain of the General Partner’s executive officers, directors, other members of management and employees may, under the rules of the SEC, be deemed to be
“participants” in the solicitation of proxies in connection with the proposed Transaction. Information regarding the General Partner’s directors and executive officers is available in Calumet’s Annual Report on Form 10-K for
the year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (the “Annual Report”). To the extent that holdings of Calumet’s securities have changed from the amounts reported in the Annual Report, such
changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge from the sources indicated above. Information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained, or will be contained, in the Form S-4, the Proxy Statement/Prospectus and other relevant materials relating to the
proposed Transaction filed or to be filed with the SEC when they become available. Unitholders and other investors should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions.
Non-GAAP Financial Measures Adjusted EBITDA and net recourse debt are non-GAAP financial measures provided in this Presentation. Reconciliations to the most comparable GAAP financial measures are included in the Appendix to this Presentation. These
non-GAAP financial measures are not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss) or other financial measures prepared in accordance with GAAP. © 2024 Calumet Specialty Products Partners,
L.P. 2
Tax Disclosures No Advice This Presentation has been prepared by Calumet as
of May 10, 2024. This Presentation has been prepared for informational purposes only and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. Calumet unitholders should consult their own tax and other
advisors before making any decisions regarding the proposed transaction Important Notice The information reflects the application of various assumptions and conventions, as disclosed by Calumet to you in various SEC filings and other offering
documents. Calumet may provide disclosures of certain of these assumptions and conventions in the preparation of Calumet’s tax return as warranted to the Internal Revenue Service and/or other taxing authorities. We suggest that you refer to
the appropriate federal and state income tax laws, instructions, SEC filings, and other offering documents, and that you consult with your personal tax advisor with any questions. You should discuss with your tax advisor whether the treatment of any
items in this Presentation may subject you and/or your tax advisor to a penalty by a taxing authority and the need to adequately disclose any items in order to avoid such penalty. This Presentation is provided for your general guidance. The
information herein is not intended to be, nor should it be construed as the basis of tax advice. The tax information discussed in this Presentation is based on existing federal and state laws and regulations as interpreted by Calumet. Before
undertaking any tax filing, we strongly suggest that you refer to the appropriate federal and state income tax laws and consult with your personal tax advisor. Qualified Notice Notice Pursuant to Treasury Regulation Section 1.1446-4(b)(4) by
Calumet. This statement is intended to serve as qualified notice to nominees under Treasury Regulation Section 1.1446-4(b). Brokers and nominees should treat 100% of Calumet’s distributions to foreign investors as being attributable to income
that is effectively connected with a United States trade or business. Therefore, distributions to foreign investors are subject to federal income tax withholding at the highest applicable effective tax rate. Nominees, not Calumet, are treated as the
withholding agents responsible for withholding on the distributions received by them on behalf of foreign investors. © 2024 Calumet Specialty Products Partners, L.P. 3
C-Corp Conversion Remains on Track for Mid-Year 2024 Expected Actions
§ File final amendment to Form S-4 and distribute proxy statement to unitholders § Schedule unitholder vote on C-Corp conversion and related matters § Convert to C-Corp structure following unitholder approval Anticipated Benefits
§ Broaden Calumet’s investor base § Enable passive investor demand which is currently off-limits due to MLP structure − Over 50% of the public equity investments are passive strategies − Calumet C-Corp peers have ~ 20-30%
passive holdings in shareholder base § Many of the largest active institutional investors do not invest in MLPs © 2024 Calumet Specialty Products Partners, L.P. 4
Performance Summary Q1’24 Adjusted Business Overview Business Segment
EBITDA ($MM) (1) § Q1 2024 Adjusted EBITDA of $21.6MM Specialty Products and Solutions (SPS) $41.8 § Successful Shreveport turnaround completed in Q1 Montana/Renewables (MR) $(14.5) § Performance Brands continues to grow and perform
well Performance Brands (PB) $13.4 § Montana Renewables reached positive EBITDA in March − Processed old, high-priced inventory during quarter Corporate $(19.1) − Regained ability to optimize feeds as inventory reduced (1) Total
Adjusted EBITDA $21.6 § Seasonal weakness and rapid crude escalation combined for an (1) See appendix to this presentation for GAAP to Non-GAAP reconciliations unusually weak wholesale asphalt market in the Rockies Strategic Overview §
Conversion of structure from a MLP to a C-Corp on track § Advancing Montana Renewables strategic plan − Demonstrate competitive advantage through clean quarter − DOE loan process progressing well − MAX SAF ready to launch,
pending successful DOE loan § Expected de-leveraging through operating cash flows and potential Montana monetization proceeds April 2024 Calumet Analyst Day, hosted by Montana Renewables © 2024 Calumet Specialty Products Partners, L.P.
5
Montana Renewables Competitive Advantage § Competitive Advantage in
Renewable Diesel Driven By: (1) − Feedstock flexibility and access § Pretreatment capability § Location Normal index margin − Proximity to end markets − SAF yield − Scale and operating efficiencies § Size
§ Experienced operations & commercial Recent index margin § Technology (pretreatment and catalyst) § Current RVO implies demand of 4.5 billion gallons − Normal index margin ~$2/gal − Recent index margin below
fundamentals at ~$1/gal § Forces industry to 75% of its 6-billion-gallon capacity § Tremendous pressure on feed (crop) prices § Biodiesel and RD closures announced § Index margin expected to adjust accordingly (1) Sources
utilized: OPIS, Darling Ingredients public filings, Methanex, EIA, McQuilling Services LLC, The Jacobsen, Bloomberg, Iowa State University, University of Illinois − Normal index margin will be restored by RVO response © 2024 Calumet
Specialty Products Partners, L.P. 6
Specialty Products and Solutions § Successfully completed Shreveport
turnaround Q1’2024 Q1’2023 § Continued strong specialty margins in mid-cycle environment Adjusted EBITDA ($MM) $41.8 $76.0 driven by commercial excellence and agility Specialty Products Material Margin ($/bbl) $62.90 $81.90 −
Margins compressed by an $8/barrel increase in crude (1) Fuels & Asphalt Material Margin ($/bbl) $8.97 $13.95 costs during the quarter (1) Includes RVO accrual § Weak asphalt margins driven by seasonality and crude run-up Sales Volume (bpd)
Material Margin ($/bbl) 50,000 $120 $28 40,000 $100 $23 $80 $18 30,000 $60 $13 20,000 $40 $8 10,000 $20 $3 0 $0 -$2 Specialty Products Fuels & Asphalt (1) Specialty Products Fuels & Asphalt © 2024 Calumet Specialty Products Partners,
L.P. 7 1Q2020 2Q2020 3Q2020 4Q2020 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 1Q2023 2Q2023 3Q2023 4Q2023 1Q2024 Specialty Products 1Q2020 2Q2020 3Q2020 4Q2020 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 1Q2023 2Q2023 3Q2023
4Q2023 1Q2024 (1) Fuels & Asphalt
Performance Brands § Strong results from leading brands, excellent
market Q1’2024 Q1’2023 positioning, and commercial focus Sales ($MM) $79.7 $78.8 − 13% YoY volume growth as industrial focus and high- (1) performance products overcome broad retail headwinds Adjusted EBITDA ($MM) $13.4 $16.4
− Commercial excellence initiatives rapidly developing Sales volume (in barrels) 144,000 127,000 § Remain focused on growing core industrial business lines into (1) Q1’2023 includes $5.0 million insurance impact. high growth markets
− Mining, power and marine applications High Growth Markets Reliability Sustainability High Performance Diversified © 2024 Calumet Specialty Products Partners, L.P. 8
Montana/Renewables Q1’2024 Q1’2023 Adjusted EBITDA ($MM)
$(14.5) $4.8 Conventional Production (bpd) 10,752 11,795 Renewable Production (bpd) 8,243 5,030 MRL - Renewables § Sequential month-over-month operational and financial improvement Renewable Feedstock Production (bpd) § Adjusted EBITDA
became positive in March 2024 12,000 § Entering Q2 2024, the old, expensive feedstock had been processed 10,000 CMR - Specialty Asphalt Plant 8,000 § Wholesale asphalt realizations compressed by lagging WCS flat price 6,000 move of $19/bbl
4,000 § Minor maintenance activity 2,000 § $4 million utility surcharge during January extreme temperatures 0 Q4'23 Avg. Q1'24 Avg. April '24 © 2024 Calumet Specialty Products Partners, L.P. 9
2024 Catalysts Strategic Priorities Q1 2024 Progress Update § Execute
conversion of Calumet to C-Corp§ On track to complete conversion mid-year § Demonstrate the competitive advantage of Montana § Processed old, expensive feed in Q1 Renewables§ Consistently processing ~12,000 barrels per day of
renewable feedstock in April § Capture DOE Loan and launch Max SAF expansion§ DOE process progressing § MaxSAF engineering work progressing § Debt Reduction§ Paid $50 million of Senior Notes due 2025 § Committed to
de-leveraging from MRL monetization and operating cash flow Focused on Maximizing Value of CLMT for Unitholders © 2024 Calumet Specialty Products Partners, L.P. 10
click to enter your slide title Appendix 11
Capital Structure Overview Actual Actual Actual Actual Actual Actual ($ in
millions) 12/31/22 03/31/23 06/30/23 09/30/23 12/31/23 3/31/24 Unrestricted Cash $ 35.2 $ 11.2 $ 36.0 $ 13.7 $ 7.9 $ 23.9 ABL Revolver Borrowings $ 104.0 $ 226.0 $ 87.8 $ 71.1 $ 136.7 $ 309.8 9.25% Senior Secured First Lien Notes due 2024 200.0
200.0 179.0 179.0 179.0 — 11.00% Senior Notes due 2025 513.5 513.5 413.5 413.5 413.5 413.5 8.125% Senior Notes due 2027 325.0 325.0 325.0 325.0 325.0 325.0 9.75% Senior Notes due 2028 — — 325.0 325.0 325.0 325.0 9.25% Senior
Secured First Lien Notes due 2029 — — — — — 200.0 MRL revolving credit agreement — 18.7 18.5 — 13.0 22.6 MRL term loan credit agreement — — 74.8 74.6 74.4 74.3 Shreveport terminal asset financing
arrangement 58.2 56.3 54.5 52.7 50.8 48.9 MRL asset financing arrangements 370.1 388.1 385.1 388.0 384.6 380.6 Finance lease obligations 3.4 3.2 3.2 3.0 3.0 2.7 Total Debt $ 1,574.2 $ 1,730.8 $ 1,866.4 $ 1,831.9 $ 1,905.0 $ 2,102.4 Less Non-Recourse
Debt 370.1 406.8 478.4 462.6 472.0 477.5 Total Recourse Debt $ 1,204.1 $ 1,324.0 $ 1,388.0 $ 1,369.3 $ 1,433.0 $ 1,624.9 Net Recourse Debt $ 1,168.9 $ 1,312.8 $ 1,352.0 $ 1,355.6 $ 1,425.1 $ 1,601.0 Partners’ Capital (Deficit) $ (533.3) $
(523.5) $ (543.4) $ (443.6) $ (490.3) $ (529.7) Total Capitalization $ 1,040.9 $ 1,207.3 $ 1,323.0 $ 1,388.3 $ 1,414.7 $ 1,572.7 LTM Adjusted EBITDA $ 390.0 $ 444.0 $ 336.3 $ 284.7 $ 260.5 $ 204.8 Net Recourse Debt / LTM Adjusted EBITDA 3.0x 3.0x
4.0x 4.8x 5.5x 7.8x © 2024 Calumet Specialty Products Partners, L.P. 12
Reconciliation of Net Income (Loss) to Adjusted EBITDA ($ in millions) 1Q
2022 2Q 2022 3Q 2022 4Q 2022 1Q 2023 2Q 2023 3Q 2023 4Q 2023 1Q 2024 $(95.5) $(15.3) $14.6 $(77.1) $18.6 $(22.3) $99.8 $(48.0) $(41.6) Net income (loss) Add: 30.2 30.3 30.2 30.7 37.2 42.9 43.6 59.3 45.4 Depreciation and amortization (6.0) (1.2)
(0.5) 14.3 19.7 (5.8) (4.5) 26.2 9.0 LCM / LIFO (gain) loss 51.6 42.6 41.8 39.9 49.2 55.8 58.7 58.0 60.8 Interest expense 1.0 — 40.4 — — 5.2 0.3 0.4 0.2 Debt extinguishment costs Unrealized (gain) loss on 22.1 53.5 (28.1) (1.6)
(41.0) (14.1) 36.3 (14.2) (35.7) derivatives 9.4 68.7 14.3 23.3 (46.1) 3.6 (173.4) (74.3) (71.1) RINs mark to market (gain) loss (Gain) loss on impairment and — — (0.2) 0.9 — — — 3.5 — disposal of assets Other
non-recurring (income) 2.8 — (0.2) 13.0 29.5 3.5 2.5 25.4 60.8 expenses Equity-based compensation and 7.0 (3.4) 13.0 17.8 9.0 (1.8) 13.8 (0.8) (7.3) other items 0.7 0.6 1.5 0.6 0.5 0.4 0.5 0.2 0.2 Income tax expense — — 0.2 2.1 0.7
0.7 (2.2) 4.0 0.9 Noncontrolling interest adjustments $23.3 $175.8 $127.0 $63.9 $77.3 $68.1 $75.4 $39.7 $21.6 Adjusted EBITDA © 2024 Calumet Specialty Products Partners, L.P. 13
Reconciliation of Segment Gross Profit (Loss) to Segment Adjusted Gross
Profit (Loss) ($ in millions, except per barrel data) FY 2022 1Q 2023 2Q 2023 3Q 2023 4Q 2023 1Q 2024 Specialty Products and Solution segment gross profit $325.5 $109.9 $45.3 $158.9 $88.1 $85.3 LCM/LIFO inventory (gain) loss (14.2) 1.2 1.5 (4.4)
(0.4) (3.6) Other adjustments (18.3) — — (7.1) — — RINs mark to market (gain) loss 66.9 (28.1) 2.4 (109.8) (40.6) (47.9) Depreciation and amortization 62.5 15.8 19.1 19.1 22.5 17.6 Specialty Products and Solutions segment
Adjusted gross profit $422.4 $98.8 $68.3 $56.7 $69.6 $51.4 Performance Brands segment gross profit $55.6 $23.6 $21.4 $21.0 $16.1 $22.3 LCM/LIFO inventory (gain) loss (0.3) 1.5 0.6 0.1 (0.2) 0.2 Other adjustments — (5.0) — (3.2) —
— Depreciation and amortization 2.5 0.7 0.6 0.7 0.6 0.7 Performance Brands segment Adjusted gross profit $57.8 $20.8 $22.6 $18.6 $16.6 $23.2 Montana/Renewables segment gross profit (loss) $(29.4) $(36.9) $4.8 $81.6 $(82.1) $(29.1) LCM/LIFO
inventory (gain) loss 21.1 17.0 (7.9) (0.2) 26.8 12.4 Loss on firm purchase commitments 13.0 28.4 — — 22.2 8.5 RINs mark to market (gain) loss 40.7 (15.3) 1.4 (55.1) (20.1) (23.2) Depreciation and amortization 41.0 18.4 21.0 21.9 33.9
25.4 Montana/Renewables segment Adjusted gross profit (loss) $86.4 $11.6 $19.3 $48.2 $(19.3) $(6.0) Reported Specialty Products and Solutions segment gross profit per barrel $14.49 $21.22 $8.55 $28.77 $16.11 $15.77 LCM/LIFO inventory (gain) loss per
barrel (0.63) 0.23 0.28 (0.80) (0.07) (0.67) Other adjustments per barrel (0.81) — — (1.29) — — RINs mark to market (gain) loss per barrel 2.98 (5.43) 0.45 (19.88) (7.42) (8.85) Depreciation and amortization per barrel 2.78
3.06 3.62 3.46 4.11 3.25 Specialty Products and Solutions segment Adjusted gross profit per barrel $18.81 $19.08 $12.90 $10.26 $12.73 $9.50 Reported Performance Brands segment gross profit per barrel $107.54 $185.83 $153.96 $160.31 $135.29 $154.86
LCM/LIFO inventory (gain) loss per barrel (0.58) 11.81 4.32 0.76 (1.68) 1.39 Other adjustments per barrel — (39.37) — (24.43) — — Depreciation and amortization per barrel 4.84 5.51 4.31 5.34 5.05 4.86 Performance Brands
segment Adjusted gross profit per barrel $111.80 $163.78 $162.59 $141.98 $138.66 $161.11 Reported Montana/Renewables segment gross profit (loss) per barrel $(4.03) $(22.91) $2.70 $41.61 $(45.76) $(14.16) LCM/LIFO inventory (gain) loss per barrel
2.89 10.55 (4.44) (0.10) 14.94 6.03 Loss on firm purchase commitments per barrel 1.78 17.63 — — 12.37 4.14 RINs mark to market (gain) loss per barrel 5.58 (9.50) 0.79 (28.10) (11.20) (11.29) Depreciation and amortization per barrel 5.62
11.43 11.80 11.17 18.89 12.36 Montana/Renewables segment Adjusted gross profit (loss) per barrel $11.84 $7.20 $10.85 $24.58 $(10.76) $(2.92) Specialty Products and Solutions Adjusted EBITDA $379.4 $76.0 $61.0 $38.7 $75.6 $41.8 $3,508.0 $738.7 $684.1
$745.7 $708.4 $681.6 Specialty Products and Solutions sales Specialty Products and Solutions Adjusted EBITDA margin 10.8% 10.3% 8.9% 5.2% 10.7% 6.1% © 2024 Calumet Specialty Products Partners, L.P. 14
Calumet Specialty Produc... (NASDAQ:CLMT)
Historical Stock Chart
From Apr 2024 to May 2024
Calumet Specialty Produc... (NASDAQ:CLMT)
Historical Stock Chart
From May 2023 to May 2024
