Long-Term Debt |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-Term Debt | Long-Term Debt Long-term debt consisted of the following (in millions):
____________________________ (1)Deferred debt issuance costs are being amortized by the effective interest rate method over the lives of the related debt instruments. These amounts are net of accumulated amortization of $18.1 million and $23.2 million at June 30, 2026 and December 31, 2025, respectively. Senior Secured Revolving Credit Facility On January 23, 2026, the Company entered into the Ninth Amendment to the Third Amended and Restated Credit Agreement (the “Ninth Amendment”). The Ninth Amendment amended the Third Amended and Restated Credit Agreement, dated as of February 23, 2018 (the “Credit Agreement”), by and among Calumet GP, LLC, Calumet Specialty Products Partners, L.P., certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. Among other changes, the Ninth Amendment modified the Credit Agreement to (i) extend the maturity date to January 23, 2031, (ii) provide for commitments of $500.0 million, subject to borrowing base limitations, (iii) revise certain covenants, representations and warranties, events of default and other terms to permit the Company or one or more of its subsidiaries to consummate one or more new inventory financing transactions, subject in each case to the Company’s satisfaction of certain customary conditions and (iv) provide for a reduction of commitments under the Credit Agreement from $500.0 million to $425.0 million if any such inventory financing transaction is consummated. The borrowing capacity at June 30, 2026, under the revolving credit facility was approximately $500.0 million. As of June 30, 2026, the Company had outstanding borrowings of $18.3 million under the revolving credit facility and outstanding standby letters of credit of $49.9 million, leaving approximately $431.8 million of availability. The revolving credit facility contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability to borrow loans under the revolving credit facility falls below the greater of (i) 10% of the borrowing base then in effect and (ii) $35.0 million (which amount is subject to certain increases), then the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0. As of June 30, 2026, the Company was in compliance with all covenants under the revolving credit facility. Senior Notes 9.75% Senior Notes due 2031 (the “2031 Notes”) On January 12, 2026, Calumet Specialty Products Partners, L.P. (the “Partnership”) and Calumet Finance Corp. (“Finance Corp.” and, together with the Partnership, the “Issuers”), each a subsidiary of the Company, issued and sold $405.0 million aggregate principal amount of a new series of the Issuers’ 9.75% Senior Notes due 2031 (the “Initial Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company received net proceeds of $393.0 million after deducting the initial purchasers’ discount and offering expenses. The Company used the net proceeds from the offering of the Initial Notes, together with cash on hand and borrowings under the Company’s revolving credit facility, to redeem all of the Issuers’ outstanding 2026 Notes and 2027 Notes. On March 17, 2026, the Issuers issued and sold $150.0 million aggregate principal amount of additional 9.75% 2031 Senior Notes (the “Additional Notes,” and together with the Initial Notes, the “2031 Notes”) in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act. The Additional Notes were issued at 105.0% of par, plus accrued interest from January 12, 2026, for net proceeds of approximately $154.9 million, after deducting offering expenses and accrued interest. The Company used the net proceeds from the offering of the Additional Notes to repay borrowings outstanding under the Company’s revolving credit facility. The 2031 Notes bear interest at a fixed rate of 9.75% per annum and mature on February 15, 2031 when the balance of principal and accrued interest is due. 9.25% Senior Secured First Lien Notes due 2029 (the “2029 Secured Notes”) On March 7, 2024, the Issuers issued and sold $200.0 million in aggregate principal amount of 2029 Secured Notes in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The Company received net proceeds of $199.0 million, after deducting transaction expenses. The 2029 Secured Notes bear interest at a fixed rate of 9.25% per annum and mature on July 15, 2029 when the balance of principal and accrued interest is due. 9.75% Senior Notes due 2028 (the “2028 Notes”) On June 27, 2023, the Issuers issued and sold $325.0 million in aggregate principal amount of 2028 Notes, in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The Company received net proceeds of $319.1 million after deducting transaction expenses. The 2028 Notes bear interest at a fixed rate of 9.75% per annum and mature on July 15, 2028 when the balance of principal and accrued interest is due. 9.75% Senior Notes due 2028 (the “2028 Mirror Issuance Notes”) On January 16, 2025, the Issuers issued and sold $100.0 million aggregate principal amount of a new series of 9.75% Senior Notes due 2028 in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act to eligible purchasers at a discount. The 2028 Mirror Issuance Notes were issued at a discount for net proceeds of approximately $96.0 million after deducting the initial purchasers’ discount and estimated offering expenses. The 2028 Mirror Issuance Notes bear interest at a fixed rate of 9.75% per annum and mature on July 15, 2028 when the balance of principal and accrued interest is due. 8.125% Senior Notes due 2027 (the “2027 Notes”) On January 20, 2022, the Issuers issued and sold $325.0 million in aggregate principal amount of 2027 Notes, in a private placement pursuant to Section 4(a)(2) of the Securities Act to eligible purchasers at par. The Company received net proceeds of $319.1 million after deducting the initial purchasers’ discount and offering expenses. Prior to the redemption described below, the 2027 Notes bore interest at a fixed rate of 8.125% per annum and were scheduled to mature on July 15, 2027 when the balance of principal and accrued interest would have been due. The Company redeemed all the 2027 Notes in January 2026. 11.00% Senior Notes due 2026 (the “2026 Notes”) On November 25, 2024, the Issuers completed a private exchange offer (the “Exchange Offer”) to certain eligible holders, pursuant to which approximately $354.4 million aggregate principal amount of the 2025 Notes were validly tendered by and accepted for exchange from eligible holders for consideration of approximately $354.4 million aggregate principal amount of newly issued 2026 Notes. Prior to the redemptions described below, the 2026 Notes bore interest at a fixed rate of 11.00% per annum and were scheduled to mature on April 15, 2026, when the balance of principal and accrued interest would have been due. The Issuers partially redeemed $150.0 million and $80.0 million on May 24, 2025 and August 12, 2025, respectively, plus accrued and unpaid interest up to but not including the respective redemption date. The Company redeemed all the remaining 2026 Notes in January 2026. The effective interest rate of all of the Issuers’ senior notes is consistent with the stated rates. Senior Notes The 2028 Notes, 2028 Mirror Issuance Notes, 2029 Secured Notes and 2031 Notes (collectively, the “Senior Notes”) are subject to certain automatic customary releases, including the sale, disposition, or transfer of capital stock or substantially all of the assets of a subsidiary guarantor, designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture, exercise of legal defeasance option or covenant defeasance option, liquidation or dissolution of the subsidiary guarantor and a subsidiary guarantor ceases to both guarantee other Partnership debt and to be an obligor under the revolving credit facility. The Partnership’s operating subsidiaries may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the indentures governing the Senior Notes. The indentures governing the Senior Notes contain covenants that, among other things, restrict the Partnership’s ability and the ability of certain of the Partnership’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Partnership’s equity or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred equity; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Partnership’s restricted subsidiaries to the Partnership; (vii) consolidate, merge or transfer all or substantially all of the Partnership’s assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the Senior Notes are rated investment grade by either Moody’s Investors Service, Inc. (“Moody’s”) or S&P Global Ratings (“S&P”) and no Default or Event of Default, each as defined in the indentures governing the Senior Notes, has occurred and is continuing, many of these covenants will be suspended. As of June 30, 2026, the Company and the Issuers were in compliance with all covenants under the indentures governing the Senior Notes. U.S. Department of Energy Facility On January 10, 2025, MRL and the U.S. Department of Energy (the “DOE”), as guarantor and loan servicer, executed a Loan Guarantee Agreement (the “DOE Loan”) for a $1.44 billion guaranteed loan facility to fund the construction and expansion of the renewable fuels facility owned by MRL. The loan guarantee is structured in two tranches, with the first tranche of approximately $781.8 million disbursed on February 18, 2025 (the “Funding Date”) to fund eligible expenses previously incurred by MRL. MRL has the ability to draw additional tranches of up to approximately $658.0 million through a delayed draw construction facility. Borrowings under the DOE Loan are obligations of our unrestricted subsidiaries MRL and MRHL solely, and are non-recourse to the Company and its restricted subsidiaries. As of June 30, 2026, the Company has capitalized $53.4 million of accrued interest into the principal balance of the DOE loan in accordance with the terms of the agreement which allows capitalization of up to $232.8 million of interest. Interest expense is calculated based on the total principal balance including any capitalized interest. In connection with the funding of the first tranche under the DOE Loan, MRL terminated (i) the MRL Asset Financing Arrangements, (ii) the MRL Term Loan Credit Agreement, (iii) the MRL Revolving Credit Agreement and (iv) the MRL Supply and Offtake Agreement. On the Funding Date, the Company used a portion of the proceeds from the first tranche of the DOE Loan to repurchase all of the equipment associated with the MRL Asset Financing Arrangements; repay the MRL Term Loan Credit Agreement; repay the MRL Revolving Credit Agreement; and repay the MRL Supply and Offtake Agreement. Separately, the Company received $40.0 million of cash from Stonebriar Commercial Finance LLC (“Stonebriar”) on the Funding Date in satisfaction of the remaining conditions associated with the Montana Refinery Asset Financing Arrangement. Montana Refinery Asset Financing Arrangement On September 30, 2024, Calumet Montana Refining, LLC (“Calumet Montana”), a subsidiary of the Company, entered into a Master Lease Agreement (together with Equipment Schedule No. 1 thereto) with Stonebriar related to a sale and leaseback transaction (the “Montana Refinery Asset Financing Arrangement”). Pursuant to the Montana Refinery Asset Financing Arrangement, Calumet Montana sold to and leased back from Stonebriar certain equipment comprising the specialty asphalt refinery located in Great Falls, Montana (the “Refinery Assets”), for a total purchase price of $150.0 million. Calumet Montana received $110.0 million of the total purchase price on September 30, 2024 and the remaining purchase price of $40.0 million on February 18, 2025 in connection with the funding of the first tranche of approximately $782 million under the DOE Facility. The arrangement did not qualify as a sale in accordance with ASC 842 because control of the assets did not transfer to the buyer-lessor, as such the Company has recorded the Montana Refinery Asset Financing Arrangement as a financial liability in the unaudited condensed consolidated balance sheets. MRL Asset Financing Arrangements In connection with the funding of the first tranche under the DOE Facility, MRL terminated the MRL Asset Financing Arrangements and the Company recorded debt extinguishment costs of approximately $34.8 million during the six months ended June 30, 2025. MRL Term Loan Credit Agreement In connection with the funding of the first tranche under the DOE Facility, MRL terminated the MRL Term Loan Credit Agreement and the Company recorded debt extinguishment costs of approximately $12.3 million during the six months ended June 30, 2025. Master Derivative Contracts The Company’s payment obligations under all of the Company’s master derivatives contracts for commodity hedging generally are secured by a first priority lien on the Company’s real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the foregoing (including proceeds of hedge arrangements). The Company had no additional letters of credit or cash margin posted with any hedging counterparty as of June 30, 2026. The Company’s master derivatives contracts and Collateral Trust Agreement (as defined below) continue to impose a number of covenant limitations on the Company’s operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements. Collateral Trust Agreement The Company has a collateral trust agreement (the “Collateral Trust Agreement”) which governs how various secured Company creditors, including secured hedging counterparties, our creditor on a forward purchase contract for physical commodities, and holders of our 2029 Secured Notes share collateral pledged as security for the payment of respective payment obligations to them. The Collateral Trust Agreement limits to $150.0 million the extent to which forward purchase contracts for physical commodities are covered by, and secured under, the Collateral Trust Agreement and the Parity Lien Security Documents (as defined in the Collateral Trust Agreement). There is no such limit on financially settled derivative instruments used for commodity hedging. Subject to certain conditions set forth in the Collateral Trust Agreement, the Company has the ability to add secured parties from time to time. Standby Letters of Credit The Company has agreements with various financial institutions for standby letters of credit and other reserves. The standby letters of credit have been issued primarily to vendors. As of June 30, 2026 and December 31, 2025, the Company had outstanding standby letters of credit of $49.9 million and $75.2 million, respectively, under its senior secured revolving credit facility . Maturities of Long-Term Debt As of June 30, 2026, principal payments on debt obligations and future minimum rentals on finance lease obligations are as follows (in millions):
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