Current Report Filing (8-k)
September 20 2019 - 8:25AM
Edgar (US Regulatory)
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): September 20, 2019
CALUMET
SPECIALTY PRODUCTS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware
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000-51734
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35-1811116
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2780 Waterfront Pkwy E. Drive
Suite 200
Indianapolis, Indiana 46214
(Address of principal executive office and Zip Code)
(317) 328-5660
(Registrants’ telephone number, including area code)
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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section
12(b) of the Act:
Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common units representing limited partner interests
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CLMT
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On September 20, 2019, Calumet Specialty Products Partners, L.P. (the
“Partnership”) announced that West Griffin, Executive Vice President and Chief Financial Officer
(“CFO”) of the Partnership, would be leaving his role as CFO of the Partnership by the end of the year. Mr.
Griffin has agreed to serve in a consulting role with the Partnership through the closing of the financial process for the
2019 fiscal year. His departure is not the result of any disagreement with the Partnership or any of its affiliates on any
matter relating to the Partnership’s operations, policies or practices.
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Item
7.01
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Regulation
FD Disclosure.
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On
September 20, 2019, the Partnership issued a press release announcing the matter described above. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
Further,
on September 20, 2019, the Partnership announced its intent, subject to market conditions, to offer, with its wholly-owned subsidiary
Calumet Finance Corp., a Delaware corporation, $550 million in aggregate principal amount of senior unsecured notes due 2025 (the
“Notes”) in a private placement to eligible purchasers. In connection with the Notes offering, the Partnership is
providing certain data regarding the Partnership to prospective investors in a preliminary offering memorandum, dated September
20, 2019, which such information is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The Partnership intends to use
the net proceeds from the offering of the Notes, together with borrowings under its revolving credit facility and cash on hand,
to redeem all of its outstanding 6.50% senior notes due 2021 and pay related expenses.
The
information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section and shall not be deemed to be incorporated by reference into any registration statement or
other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), regardless of any general
incorporation language in such filing, except as shall be expressly set forth by specific reference in such
filing.
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of federal securities laws. Such
forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s
control. All statements, other than historical facts included in this Current Report on Form 8-K, are forward-looking statements.
All forward-looking statements speak only as of the date of this Current Report on Form 8-K. Although the Partnership believes
that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there
is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially
differ from what is expressed, implied or forecast in such statements.
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Item
8.01
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Other
Information.
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On
September 20, 2019, the Partnership issued a press release, a copy of which is attached hereto as Exhibit 99.3 and incorporated
herein by reference, announcing the offering of the Notes.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state. The Notes will not initially be registered under the Securities Act or any state
securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration
under the Securities Act and applicable state securities laws.
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Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
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By:
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CALUMET GP, LLC,
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its General Partner
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Date: September 20, 2019
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By:
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/s/ D. West Griffin
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Name:
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D. West Griffin
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Title:
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Executive Vice President and
Chief Financial Officer
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