INDIANAPOLIS, June 10,
2024 /PRNewswire/ -- Calumet Specialty Products
Partners, L.P. (NASDAQ: CLMT) ("Calumet," the "Partnership," "we"
or "us") announced today that a special meeting (the "Special
Meeting") of unitholders to approve the previously announced
conversion (the "Conversion") of Calumet from a master limited
partnership to a Delaware
corporation, among other things, has been scheduled to take place
on July 9, 2024.
At the Special Meeting, the unitholders of Calumet will be asked
to approve and adopt the previously announced Conversion proposal
and such other proposals that are described in the proxy
statement/prospectus. Calumet unitholders of record as of the close
of business on May 24, 2024 are
entitled to vote at the Special Meeting and will receive the
definitive proxy statement in connection with Calumet's
solicitation of proxies for the vote by Calumet unitholders.
The Calumet Board of Directors unanimously recommends that
unitholders vote "FOR" the Conversion proposal as well as the other
proposals that are described in the proxy statement/prospectus.
The Special Meeting will be held at 10:00
a.m. Eastern Time at Courtyard by Marriott Indianapolis
West-Speedway, 6315 Crawfordsville Road, Indianapolis, Indiana 46224. To register for
the Special Meeting, unitholders will need to follow the applicable
instructions in the proxy statement/prospectus. Calumet unitholders
who need assistance voting, have questions regarding the Special
Meeting, or would like to request documents, may contact Calumet's
proxy solicitor, Innisfree M&A Incorporated, by calling (877)
825-8777 (toll-free) and banks and brokers may call (212)
750-5833.
If the required proposals at the Special Meeting are approved,
the closing of the Conversion will take place shortly after the
Special Meeting, subject to the satisfaction or waiver (as
applicable) of all other closing conditions.
About Calumet Specialty Products Partners, L.P.
Calumet manufactures, formulates, and markets a diversified
slate of specialty branded products and renewable fuels to
customers across a broad range of consumer-facing and industrial
markets. Calumet is headquartered in Indianapolis, Indiana and operates twelve
facilities throughout North
America.
Additional Information and Where to Find It
This communication relates to the proposed Conversion between
Calumet and Calumet Inc., a newly formed Delaware corporation ("New Calumet"). This
communication may be deemed to be solicitation material in respect
of the proposed Conversion. The proposed Conversion has been
submitted to Calumet's unitholders for their consideration. In
connection with the proposed Conversion, 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"). The Form S 4 has been declared
effective and the Proxy Statement/Prospectus is being 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 Conversion and other matters as described in the Proxy
Statement/Prospectus. The Proxy Statement/Prospectus also serves 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 Conversion. Calumet and New Calumet may
file other relevant documents with the SEC regarding the proposed
Conversion. The definitive Proxy Statement/Prospectus is being
mailed to Calumet's unitholders. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED CONVERSION,
INVESTORS AND UNITHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED CONVERSION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED CONVERSION.
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.
No Offer or Solicitation
This communication 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.
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 Conversion. 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 Conversion
filed or to be filed with the SEC when they become available.
Unitholders and other investors should read the Proxy
Statement/Prospectus carefully before making any voting or
investment decisions.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements and information in this press release may
constitute "forward-looking statements." The words "will," "may,"
"intend," "believe," "expect," "outlook," "forecast," "anticipate,"
"estimate," "continue," "plan," "should," "could," "would," or
other similar expressions are intended to identify forward-looking
statements, which are generally not historical in nature. The
statements discussed in this press release that are not purely
historical data are forward-looking statements, including, but not
limited to, the statements regarding the anticipated completion of
the Conversion and the timing thereof. These forward-looking
statements are based on our current expectations and beliefs
concerning future developments and their potential effect on us.
While management believes that these forward-looking statements are
reasonable as and when made, there can be no assurance that future
developments affecting us will be those that we anticipate. Our
forward-looking statements involve significant risks and
uncertainties (some of which are beyond our control) and
assumptions that could cause our actual results to differ
materially from our historical experience and our present
expectations. For additional information regarding known material
risks, uncertainties and other factors that can affect future
results, please see our filings with the Securities and Exchange
Commission, including our latest Annual Report on Form 10-K and
Quarterly Report on Form 10-Q. 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.
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SOURCE Calumet Specialty Products Partners, L.P.