8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2014

 

 

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   000-51734   37-1516132

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2780 Waterfront Pkwy E. Drive

Suite 200

Indianapolis, Indiana 46214

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 328-5660

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On March 10, 2014, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet GP, LLC (the “General Partner”) entered into an Equity Placement Agreement (the “Agreement”) with Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities LLC, MLV & Co. LLC and RBC Capital Markets, LLC (each, a “Manager” and collectively, the “Managers”). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through the Managers, as the Partnership’s sales agents, the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $300,000,000 (the “Units”). Sales of the Units, if any, will be made by means of ordinary brokers’ transactions on the NASDAQ Global Select Market or as otherwise agreed by the Partnership and one or more of the Managers.

Under the terms of the Agreement, the Partnership may also sell Units from time to time to any Manager as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to any Manager as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Manager.

The Units will be issued pursuant to the Partnership’s shelf registration statement on Form S-3 (Registration No. 333-188654).

The summary of the Agreement in this report does not purport to be complete and is qualified by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

  1.1    Equity Placement Agreement, dated March 10, 2014, by and among the Partnership, the General Partner and the Managers named therein.
  5.1    Opinion of Vinson & Elkins L.L.P.
  8.1    Opinion of Vinson & Elkins L.L.P., relating to tax matters.
23.1    Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto).
23.2    Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto).

 

2


Signature

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 SPECIALITY PRODUCTS PARTNERS, L.P.
  By:   CALUMET GP, LLC,
    its General Partner
Date: March 10, 2014   By:  

/s/ R. Patrick Murray, II

  Name:   R. Patrick Murray, II
  Title:   Senior Vice President, Chief Financial Officer and Secretary

 

3


Exhibit Index

 

Exhibit

Number

  

Description

  1.1    Equity Placement Agreement, dated March 10, 2014, by and among the Partnership, the General Partner and the Managers named therein.
  5.1    Opinion of Vinson & Elkins L.L.P.
  8.1    Opinion of Vinson & Elkins L.L.P., relating to tax matters.
23.1    Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto).
23.2    Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto).

 

4