Calumet, Inc. (NASDAQ:CLMT) announced on November 5, 2026 two transactions restructuring its Montana Renewables subsidiary arrangements, including a new long-term asset lease and an amended equity agreement with Warburg Pincus LLC.

Key Highlights

  • New lease income: The CMR-to-MRL long-term lease agreement is expected to provide Calumet Montana Refining, LLC with approximately $30 million of annual lease income, subject to certain adjustments.
  • Warburg Pincus equity exchange: Warburg Pincus will exchange its 13.17% ownership in Montana Renewables Holdings LLC for warrants to acquire up to 8% of MRH's common equity, exercisable above a $750 million common equity value.
  • Preferred return rate increase: Under the amended agreement, Warburg Pincus's preferred return rate will increase to 11.5%, up from 8%.
  • Calumet equity interest in MRL: Following the transaction, Calumet's equity interest in MRL rises from 86.83% to 100% (or 92% assuming warrants are exercised at the $750 million equity strike).
  • Remaining capital spend: Total remaining project capital spend for the MaxSAF expansion is $137 million, compared to the $1.2 billion megaproject contemplated in the original DOE loan.
  • Production targets: The expansion plan aims to reach approximately 200 million gallons of annual SAF production and 17,000 barrels per day of total product sales by year-end 2028, according to the filing.

Calumet Restructures Montana Renewables Financing and Leases CMR Assets

According to the filing, Calumet, Inc. announced two related transactions on November 5, 2026 intended to support the continued development of Montana Renewables, LLC ("MRL"), an unrestricted subsidiary of Calumet. In the first transaction, Calumet Montana Refining, LLC ("CMR"), a restricted subsidiary, entered into a long-term lease agreement with MRL covering certain CMR assets. The company disclosed that the lease is expected to provide CMR with approximately $30 million of annual lease income, subject to certain adjustments, while making equipment available to MRL for increased SAF volume production, renewable propane capture, naphtha yield reduction, and total throughput increases.

In a related transaction, Calumet amended its existing agreement with Warburg Pincus LLC. The filing states that Warburg Pincus will exchange its 13.17% ownership stake in Montana Renewables Holdings LLC for warrants to acquire up to 8% of MRH's common equity, exercisable above a $750 million common equity value. The amended agreement also increases Warburg Pincus's preferred unit rate to 11.5% and raises its preferred units from approximately $346 million to approximately $395 million. Calumet's intercompany instruments remain at approximately $398 million but shift to an 11% rate from a blended rate of approximately 9.7%, according to the summary table in the filing. Calumet's equity interest in MRL moves to 100% from 86.83% under the amended structure, or 92% assuming the warrants are exercised.

The filing describes the revised MaxSAF expansion plan as centering on the redeployment of selected CMR assets, including a hydrotreater, hydrogen plant, naphtha splitter, and equipment to recover renewable propane. The company disclosed that CMR will continue to operate its asphalt production facility. CEO Todd Borgmann stated in the filing that the plan aims to "capture 70% of the originally expected economic project benefit for approximately 15% of the planned capital." The filing notes that all statements regarding future production, capital spend, and project completion are forward-looking and subject to the company's cautionary language.

What Was Disclosed

Calumet disclosed a long-term CMR-to-MRL asset lease expected to generate approximately $30 million annually and an amended Warburg Pincus agreement converting a 13.17% MRL equity stake into warrants, raising the preferred return rate to 11.5%, and restoring Calumet's MRL ownership to 100%.