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.
SOURCE Calumet Specialty Products Partners, L.P.