UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Sale and Leaseback Transaction
On July 25, 2025, Calumet Shreveport Refining, LLC (“Calumet Shreveport”), a subsidiary of Calumet, Inc. (the “Company”), entered into a Property Schedule No. 2 (“Property Schedule No. 2”) with Stonebriar Commercial Finance LLC (“Stonebriar”). Property Schedule No. 2 supplements the Master Lease Agreement, dated as of February 12, 2021 (the “Master Lease” and, together with Property Schedule No. 2, the “Lease Agreement”), among Calumet Shreveport and Stonebriar. The Lease Agreement relates to a sale and leaseback transaction (the “Sale and Leaseback Transaction”) whereby Calumet Shreveport sold and leased back certain of its property comprising the Shreveport refinery fuels terminal, truck rack and related piping and equipment for consideration of approximately $120 million. The assets sold and leased back do not include any fuels or specialty production inventory. The Lease Agreement has a seven-year term and requires Calumet Shreveport to make monthly rental payments of approximately $1.8 million, which represents a cost of capital of approximately 10.75% per year. The Lease Agreement provides that, subject to certain conditions, Calumet Shreveport may terminate the lease and repurchase the leased assets after a term of six years for consideration of approximately $42 million. Concurrently with Calumet Shreveport’s entry into the Lease Agreement, the Company reaffirmed a Continuing Guaranty in favor of Stonebriar, pursuant to which the Company guarantees to Stonebriar the performance of Calumet Shreveport’s obligations under the Lease Agreement.
Concurrently with the entry into the Lease Agreement, Calumet Shreveport and Stonebriar terminated Property Schedule No. 1, dated as of February 12, 2021 (“Property Schedule No. 1”), among Calumet Shreveport and Stonebriar. The Company applied approximately $40 million of the proceeds of the Sale and Leaseback Transaction to pay all of Calumet Shreveport’s outstanding obligations under Property Schedule No. 1.
The foregoing description of Property Schedule No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Property Schedule No. 2, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Eighth Amendment to Third Amended and Restated Credit Agreement
On July 25, 2025, in connection with the Sale and Leaseback Transaction, the Company entered into the Eighth Amendment (the “Eighth Amendment”) to the Third Amended and Restated Credit Agreement. The Eighth Amendment amended the Third Amended and Restated Credit Agreement, dated as of February 23, 2018 (the “Credit Agreement”), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P. (the “Partnership”), certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Among other changes, the Eighth Amendment modified the Credit Agreement to permit separately the indebtedness and liens arising from the Sale and Leaseback Transaction as modified by Property Schedule No. 2.
The foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Third Amendment to the Monetization Master Agreement
On July 25, 2025, in connection with the Sale and Leaseback Transaction, the Company entered into the Third Amendment (the “Third Amendment”) to the Monetization Master Agreement with J. Aron & Company LLC (“J. Aron”) and the other parties thereto. The Third Amendment amended the Monetization Master Agreement, dated as of January 17, 2024 (the “Monetization Master Agreement”), among the Partnership, J. Aron and certain subsidiaries of the Partnership. Among other changes, the Third Amendment modified the Monetization Master Agreement to permit separately the indebtedness and liens arising from the Sale and Leaseback Transaction as modified by Property Schedule No. 2.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Item 1.02 Termination of a Material Definitive Agreement.
The information included in Item 1.01 of this Current Report on Form 8-K related to the termination of Property Schedule No. 1 is incorporated by reference into this Item 1.02.
Item 2.01 Completion of Acquisition or Disposition of Assets.
To the extent required, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Title or Description | ||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
CALUMET, INC. | ||
Date: July 31, 2025 | By: | /s/ David Lunin |
Name: David Lunin | ||
Title: Executive Vice President and Chief Financial Officer | ||