June 21, 2012
/PRNewswire/ -- Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) ("Calumet") and its wholly owned subsidiary Calumet Finance Corp. announced today that, subject to market conditions, they intend to offer for sale in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act"), to eligible purchasers
in aggregate principal amount of senior unsecured notes due 2020.
The net proceeds from the private placement will be deposited into escrow pending completion of Calumet's previously announced acquisition of
, Inc. (the "Royal Purple Acquisition"). Upon release of the net proceeds from escrow at the closing of the Royal Purple Acquisition, Calumet intends to use such net proceeds to fund a portion of the purchase price and related expenses of the Royal Purple Acquisition.
The Royal Purple Acquisition is expected to close during
, assuming all conditions to closing the Royal Purple Acquisition have been satisfied, including the conversion of
, Inc. into a limited liability company immediately prior to closing. The private placement is not a condition to the closing of the Royal Purple Acquisition. If the closing of the Royal Purple Acquisition does not occur on or prior to
September 15, 2012
, or if the asset purchase agreement regarding the Royal Purple Acquisition is terminated at any time on or prior to that date, then the escrowed funds will be applied to the mandatory redemption of the notes at a price equal to 100% of the initial offering price of the notes, plus accrued and unpaid interest to the redemption date.
The securities to be offered have not been registered under the Securities Act, or any state securities laws, and unless so registered, the securities may not be offered or sold in
the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Calumet plans to offer and sell the notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside
the United States
pursuant to Regulation S under the Securities Act.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such states.