Deal Description: On August 5, 2020, Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) and its wholly owned subsidiary Calumet Finance Corp. (collectively, the “Issuers”) completed their (i) private exchange offer (the “Exchange Offer”) to certain holders of their outstanding 7.625% Senior Notes due 2022 (the “2022 Notes”) to exchange 2022 Notes for newly issued 9.25% Senior Secured First Lien Notes due 2024 (the “New Notes”) and (ii) solicitation of consents (the “Consents”) from holders of their outstanding 11.00% Senior Notes due 2025 (the “2025 Notes”) to allow the Issuers to consummate the Exchange Offer (the “Consent Solicitation”).

On August 5, 2020, the Issuers accepted tenders from holders of approximately $200 million in aggregate principal amount of 2022 Notes for approximately $200 million in aggregate principal amount of New Notes. Following the settlement of the Exchange Offer, approximately $150 million aggregate principal amount of 2022 Notes remain outstanding. Additionally, the Issuers executed a first supplement to the indenture governing the 2025 Notes and made a cash payment of $2.50 per $1,000 principal amount of 2025 Notes for which Consents were validly delivered (and not validly revoked).

Baker Botts L.L.P. represented the sole dealer manager and solicitation agent in the Exchange Offer and Consent Solicitation.

Baker Botts Lawyers/Office Involved:

Corporate: Justin Hoffman (Partner, Houston); A.J. Ericksen (Partner, Houston); Eileen Boyce (Senior Associate, Houston); Gita Pathak (Associate, Houston); Daniel Jung (Associate, Houston)

Finance: Andrew Thomison (Partner, Houston); Dan Tristan (Partner, Houston); Clint Culpepper (Senior Associate, Austin)

Tax: Chuck Campbell (Special Counsel, Houston)

Environmental: Harrison Reback (Associate, Houston)

Real Estate: Connie Simmons Taylor (Partner, Houston); Emily Quiros (Associate, Houston)

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