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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/19/24 Calumet, Inc./DE S-4/A 37:8.1M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 6.02M
- Securities for a Merger
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 17K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 78K
4: EX-5.1 Opinion of Counsel re: Legality HTML 23K
5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 18K
6: EX-21.1 Subsidiaries List HTML 12K
7: EX-23.1 Consent of Expert or Counsel HTML 11K
8: EX-23.2 Consent of Expert or Counsel HTML 11K
16: EX-99.10 Miscellaneous Exhibit HTML 12K
17: EX-99.11 Miscellaneous Exhibit HTML 12K
9: EX-99.3 Miscellaneous Exhibit HTML 12K
10: EX-99.4 Miscellaneous Exhibit HTML 12K
11: EX-99.5 Miscellaneous Exhibit HTML 12K
12: EX-99.6 Miscellaneous Exhibit HTML 12K
13: EX-99.7 Miscellaneous Exhibit HTML 12K
14: EX-99.8 Miscellaneous Exhibit HTML 12K
15: EX-99.9 Miscellaneous Exhibit HTML 12K
28: R1 Cover Page HTML 47K
29: R2 Balance Sheet HTML 59K
30: R3 Balance Sheet (Parenthetical) HTML 22K
31: R4 Organization and Background of Business HTML 16K
32: R5 Summary of Significant Accounting Policies HTML 17K
33: R6 Stockholder's Equity HTML 19K
34: R7 Subsequent Events HTML 15K
35: R8 Summary of Significant Accounting Policies HTML 22K
(Policies)
36: R9 Organization and Background of Business - HTML 14K
Additional Information (Details)
37: R10 Stockholder's Equity - Additional Information HTML 23K
(Details)
24: XML IDEA XML File -- Filing Summary XML 35K
27: XML XBRL Instance -- d566088ds4a_htm XML 44K
23: EXCEL IDEA Workbook of Financial Report Info XLSX 19K
19: EX-101.CAL XBRL Calculations -- ck0002013745-20240108_cal XML 18K
20: EX-101.DEF XBRL Definitions -- ck0002013745-20240108_def XML 38K
21: EX-101.LAB XBRL Labels -- ck0002013745-20240108_lab XML 101K
22: EX-101.PRE XBRL Presentations -- ck0002013745-20240108_pre XML 79K
18: EX-101.SCH XBRL Schema -- ck0002013745-20240108 XSD 32K
25: JSON XBRL Instance as JSON Data -- MetaLinks 54± 73K
26: ZIP XBRL Zipped Folder -- 0001193125-24-103063-xbrl Zip 1.15M
| EX-3.1 |
Exhibit 3.1
OF
Calumet, Inc.
(a Delaware corporation)
ARTICLE I
NAME
The name of the corporation is Calumet, Inc. (the “Corporation”).
ARTICLE II
AGENT
The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
ARTICLE IV
STOCK
The Corporation shall be authorized to issue one class of stock to be designated Common Stock; the total number of shares of Common Stock which the Corporation shall have authority to issue is 10,000, and each such share shall have a par value of $0.01.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 Number. Except as otherwise provided for or fixed pursuant to the provisions of this Certificate of Incorporation, the number of directors of the Corporation shall be fixed by or in the manner provided in the Bylaws of the Corporation.
Section 5.2 Election. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
ARTICLE VI
EXISTENCE
The Corporation shall have perpetual existence.
ARTICLE VII
AMENDMENT
Section 7.1 Amendment of Certificate of Incorporation. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.
Section 7.2 Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.
ARTICLE VIII
LIABILITY OF DIRECTORS AND OFFICERS
Section 8.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Solely for purposes of this Article VIII, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL.
Section 8.2 Amendment or Repeal. Any amendment, repeal or elimination of this Article VIII, or the adoption of any provision of the Certificate of Incorporation inconsistent with this Article VIII, shall not affect its application with respect to an act or omission by a director or officer occurring before such amendment, adoption, repeal or elimination.
ARTICLE IX
INCORPORATOR
The name and mailing address of the incorporator are as follows:
2780 Waterfront Pkwy E. Drive, Suite 200
[The remainder of this page has been intentionally left blank.]
2
IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that the foregoing Certificate of Incorporation is their act and deed and that the facts stated herein are true.
Dated: January 8, 2024
| By: | ||
| Name: | Gregory J. Morical | |
| Title: | Incorporator |
Signature Page to Certificate of Incorporation
| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/19/24 | 425 | ||
| 1/8/24 | ||||
| List all Filings | ||||