Calumet, Inc. /DE 8-K

What Happened

• Calumet, Inc. filed an 8-K on January 7, 2026 disclosing a purchase agreement (dated Jan. 7, 2026) with BofA Securities as representative of the initial purchasers to sell $405.0 million aggregate principal amount of 9.75% Senior Notes due February 15, 2031 in a private placement (Rule 144A / Reg S). The Notes will be issued at 98.996% of par, generating approximately $393.0 million in net proceeds after discounts and estimated offering expenses. The closing is expected on January 12, 2026, subject to customary conditions.

Key Details

• Issuance: $405.0 million principal of 9.75% Senior Notes due Feb. 15, 2031; issued at 98.996% of par.
• Net proceeds: approximately $393.0 million after discounts and offering expenses.
• Timing/use of proceeds: expected closing Jan. 12, 2026; proceeds plus cash and revolver borrowings intended to redeem all outstanding 11.00% Senior Notes due 2026 and all 8.125% Senior Notes due 2027 on or before Jan. 21, 2026.
• Parties/relationships: BofA Securities is representative of initial purchasers; certain initial purchasers or affiliates may hold the 2026 and/or 2027 Notes and may receive a portion of redemption proceeds; Bank of America, N.A. (an affiliate) is the administrative agent for Calumet’s revolving credit facility. Calumet also noted existing derivative hedges with affiliates of some initial purchasers.
• Company issued a press release announcing the pricing on Jan. 7, 2026.

Why It Matters

• This transaction amends Calumet’s debt profile by issuing longer-dated notes (2031) and intends to retire near-term maturities in 2026 and 2027, reducing near-term refinancing requirements. The filing provides concrete timing (closing Jan. 12; redemptions by Jan. 21) and the exact economics of the deal (9.75% coupon, issued at ~99% of par, ~$393M net proceeds). Investors should note the involvement of lenders/affiliates in both the new issuance and existing credit facilities, which is disclosed as a potential related-party consideration.