Item 1.01 Entry into a Material Definitive Agreement.
Indenture
On
The Notes are governed by an Indenture, dated as of
On and after
Year Percentage 2024 104.063 % 2025 102.031 % 2026 and thereafter 100.000 %
At any time prior to
Prior to
The Indenture contains covenants that, among other things, restrict the
Partnership's ability and the ability of certain of its subsidiaries to:
(i) incur, assume or guarantee additional indebtedness or issue preferred units;
(ii) create liens to secure indebtedness; (iii) pay dividends on equity
securities, repurchase equity securities or redeem subordinated indebtedness;
(iv) make investments; (v) restrict dividends, loans or other asset transfers
from its restricted subsidiaries; (vi) consolidate with or merge with or into,
or sell substantially all of its properties to, another person; (vii) sell or
otherwise dispose of assets, including equity interests in subsidiaries; and
(viii) enter into transactions with affiliates. These covenants are subject to
important exceptions and qualifications. However, at any time when the Notes are
rated investment grade by either of
Upon the occurrence of certain Change of Control Trigger Events, as defined in the Indenture, each holder of the Notes will have the right to require that the Partnership repurchase all or a portion of such holder's Notes in cash at a purchase price equal to 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest to the date of repurchase.
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The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Third Amendment to Third Amended and Restated Credit Agreement
Concurrently with the Notes issuance, we entered into the Third Amendment (the
"Third Amendment"), among the Issuers, the Guarantors, the lenders party thereto
and
The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, 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, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, datedJanuary 20, 2022 , by and among the Issuers, the Guarantors and the Trustee, relating to the offering of the Notes. 4.2 Form of 8.125% Senior Notes due 2027 (Included in Exhibit 4.1). 10.1 Third Amendment to Credit Agreement dated as ofJanuary 20, 2022 , by and amongCalumet Specialty Products Partners, L.P. ,Bank of America, N.A ., and the other parties signatory thereto. 99.1 Press Release, datedJanuary 24, 2022 , announcing the closing of the offering of the Notes and the Third Amendment. 104 Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document.
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