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): ~~November~~October 229, 2021

USD Partners LP

(Exact name of registrant as specified in its charter)

Delaware

001-36674

30-0831007

~~001-36674~~

~~30-0831007~~

(State or other jurisdiction ofincorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

811 Main Street, Suite 2800

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(281) 291-0510

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Units Representing Limited Partner Interests	USDP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On ~~November 2~~October 29, 2021, USD Partners LP (the “Partnership”) ~~issued~~and aUSD ~~press~~Terminals ~~release~~Canada ~~announcing~~ULC, ~~its~~an ~~operating~~indirect, ~~and~~wholly-owned ~~financial~~subsidiary ~~results~~of ~~for~~the Partnership (together with the ~~three~~Partnership, the “Borrowers”), and ~~nine~~the ~~months~~subsidiary ~~ended~~guarantors ~~September 30~~party thereto, ~~2021.~~ Aentered ~~copy~~into an amendment (the “Amendment”) to the Borrowers’ existing revolving credit agreement, dated as of November 2, 2018 (as so amended, the ~~press~~“Credit ~~release~~Agreement”), iswith ~~furnished~~the lenders party thereto, Bank of Montreal, as ~~Exhibit~~successor 99administrative agent, and Citibank, N.1A., ~~hereto~~as resigning administrative agent.

~~The~~Among ~~information~~other inthings, ~~this~~the ~~Item~~Amendment decreases the aggregate revolving commitments of the lenders from to $385 million to $275 million, extends the maturity date by one year to November 2, 2023, and reflects the resignation of Citibank, N.02A. as administrative agent and swing line lender under the ~~exhibit~~facility ~~attached~~and tothe ~~this~~appointment ~~report~~of Bank of Montreal as ~~Exhibit~~successor ~~99.1~~administrative ~~are~~agent ~~not~~and ~~deemed~~swing ~~“filed”~~line ~~for~~lender ~~purposes~~under ofthe ~~Section~~facility. 18Pursuant to the terms of the ~~Securities~~Credit ~~Exchange~~Agreement, ~~Act~~the Partnership’s borrowing capacity continues to be limited to 4.5 times its trailing 12-month consolidated EBITDA, which equates to $87.4 million of ~~1934~~borrowing ~~(the~~capacity ~~“Exchange~~available ~~Act”)~~at orSeptember ~~otherwise~~30, ~~subject~~2021. The amendment also includes an option to increase the ~~liabilities~~maximum amount of ~~that~~credit ~~Section~~available on the facility to $390 million, ~~and~~subject ~~are~~to ~~not~~receiving ~~incorporated~~increased bycommitments ~~reference~~from ~~into~~lenders ~~any~~and ~~registration~~satisfaction ~~statement~~of orcertain ~~other~~conditions. ~~filing~~The ~~under~~terms and conditions of the ~~Securities~~Credit ~~Act~~Agreement, ofas ~~1933~~amended, (are substantially similar to the ~~“Securities~~terms ~~Act”)~~and orconditions in the ~~Exchange~~Credit ~~Act~~Agreement prior to the amendment, ~~unless~~except that the ~~Partnership~~Credit ~~expressly~~Agreement, ~~states~~as ~~that~~amended, ~~such~~sets ~~information~~forth isprovisions ~~considered~~for replacing LIBOR with a pre-determined alternative benchmark rate. After giving effect to bethe ~~“filed”~~Amendment, ~~under~~the Partnership has the ~~Exchange~~ability ~~Act~~to orrequest ~~incorporates~~one ~~such~~additional ~~information~~one-year bymaturity ~~specific~~date ~~reference~~extension, insubject ato ~~Securities~~the ~~Act~~satisfaction orof ~~Exchange~~certain ~~Act~~conditions, ~~filing~~including consent of the lenders.

The foregoing description of the Amendment and the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of those documents, which Amendment is attached as Exhibit 10.1 to this Form 8-K, and the documents are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

ExhibitNumber

Description

99.1

Press release of USD Partners LP dated November 2, 2021.

10.1

Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement dated as of October 29, 2021, among USD Partners LP, USD Terminals Canada ULC, the subsidiary guarantors party thereto, Citibank, N.A., as resigning administrative agent, Bank of Montreal, as successor administrative agent, and the other lenders and parties party thereto.

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

~~The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.~~

SIGNATURES

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.

USD Partners LP

USD Partners LP (Registrant)

By:

~~By:~~USD Partners GP LLC,

~~USD Partners GP LLC,~~

its general partner

~~its general partner~~

Dated: November 2, 2021

By:

/s/ Adam Altsuler

Date: November 3, 2021

By:

/s/ Adam Altsuler

Name:

~~Name:~~Adam Altsuler

~~Adam Altsuler~~

Title:

~~Title:~~Executive Vice President and Chief Financial Officer

~~Executive Vice President, Chief Financial Officer~~

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