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): ~~March 27~~April 6, 2022

USD Partners LP

(Exact name of registrant as specified in its charter)

Delaware

001-36674

30-0831007

(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 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~March~~April 276, 2022, USD Partners LP (the “Partnership”) ~~entered~~and ~~into~~certain aof ~~Contribution,~~its ~~Conveyance~~subsidiaries ~~and~~(together ~~Assumption~~with ~~Agreement~~the toPartnership, (ithe “Acquiring Entities”) ~~acquire~~ ~~certain~~completed ~~assets~~the ~~from~~previously ~~entities~~announced ~~affiliated~~acquisition ~~with~~of ~~its~~equity ~~sponsor,~~interests USin ~~Development~~certain subsidiaries of USD Group LLC (“USD Group”), ~~and~~that ~~(ii) eliminate~~own 100% of the ~~incentive~~Hardisty ~~distribution~~South ~~rights~~Terminal ~~and~~(the ~~economic~~“Acquisition”). ~~general~~Simultaneously ~~partner~~with ~~interest~~the inclosing of the ~~Partnership~~Acquisition, ~~each~~the asPartnership ~~described~~and inUSD ~~more~~Partners ~~detail~~GP ~~below~~LLC, ~~(together~~the ~~referred~~general topartner asof the Partnership (the “~~Transactions~~General Partner”)., Ascompleted ~~consideration for~~ (i) the ~~Transactions,~~cancellation of the Partnership ~~will~~incentive distribution rights (a“IDRs”) ~~pay~~ toheld ~~USD~~by ~~Group~~the ~~$75 million~~General inPartner, ~~cash~~ and (bii) ~~issue~~the toconversion ~~USD~~of ~~Partners~~the GPGeneral ~~LLC,~~Partner’s ~~the~~approximate 1.6% economic general partner ofinterest in the Partnership ~~(the~~into ~~“General~~a ~~Partner”),~~non-economic ~~approximately~~general ~~5.75 million common units representing limited~~ partner ~~interests~~interest in the Partnership, ~~which~~(the ~~will~~“GP/IDR beRestructuring” ~~listed~~and, ontogether with the ~~New~~Acquisition, ~~York~~the ~~Stock Exchange~~“Transactions”).

The ~~terms~~Transactions ofclosed ~~the~~pursuant ~~Transactions~~to a Contribution Agreement, ~~including~~dated as of March 27, 2022 (the “Contribution Agreement”), by and among the ~~Third~~Acquiring ~~Amended~~Entities, and ~~Restated~~USD ~~Partnership~~Group ~~Agreement~~and ~~(each~~certain assubsidiaries ~~defined~~of ~~below),~~USD ~~were~~Group ~~approved~~(“Contributor byParties”). Subject to the ~~board~~terms and conditions of ~~directors~~the (Contribution Agreement, simultaneously with the ~~“Board”)~~closing of the Transactions, the General Partner, ~~based~~amended onand restated the ~~approval~~Second Amended and ~~recommendation~~Restated Agreement of Limited Partnership of the ~~conflicts~~Partnership, ~~committee~~dated as of October 15, 2014 to reflect the ~~Board,~~GP/IDR ~~which~~Restructuring ~~consists~~(the ~~entirely~~“Third ofAmended ~~independent~~and ~~directors~~Restated Partnership Agreement”). The ~~conflicts~~total ~~committee~~consideration ~~engaged~~for anthe ~~independent~~Transactions ~~financial~~was ~~advisor~~$75 million ~~and~~in ~~legal~~cash, ~~counsel~~plus 5,751,136 newly issued common units representing limited partner interests in the Partnership (the “Common Units”), which were issued to USD Group.

Upon the closing of the Transactions, the Partnership has 33,371,045 Common Units outstanding, of which USD Group owns 17,308,226 Common Units in the Partnership, representing an aggregate 51.9% limited partner interest. The terms of the Transactions, the Contribution Agreement and the Third Amended and Restated Partnership Agreement were approved by the board of directors of the General Partner (the “Board”), based on the approval and recommendation of the conflicts committee of the Board, which consists entirely of independent directors. The conflicts committee engaged an independent financial advisor and legal counsel.

OnThe ~~March 27,~~foregoing ~~2022,~~description ~~the Partnership and certain~~ of ~~its subsidiaries (~~the ~~“Acquiring Entities”) entered into a~~ Contribution, ~~Conveyance and Assumption~~ Agreement ~~(the~~is ~~“Contribution~~qualified ~~Agreement”)~~in ~~with~~its ~~USD~~entirety ~~Group~~by ~~and~~reference ~~certain~~to ~~subsidiaries of USD Group (~~the ~~“Contributor~~full ~~Parties”)~~text ~~to acquire: (i) equity interests in certain subsidiaries~~ of ~~USD Group that own 100% of~~ the ~~Hardisty~~Contribution ~~South terminal~~Agreement, ~~and~~which ~~(ii) all~~was offiled ~~the~~as ~~outstanding~~Exhibit ~~incentive~~10.1 ~~distribution~~to ~~rights in~~ the Partnership’s ~~and~~Current anReport ~~approximate~~on ~~1.6%~~Form ~~general~~8-K ~~partner~~filed ~~economic~~on ~~interest~~March 29, in2022 ~~the~~and ~~Partnership~~is ~~(which~~incorporated ~~interest~~herein ~~shall~~by ~~be converted to a non-economic interest, as described below)~~reference.

~~The~~In connection with the closing of the Transactions, isthe ~~expected~~Partnership entered into an amendment to ~~occur~~its ~~during~~Amended and Restated Credit Agreement to permit the ~~second~~Partnership ~~quarter~~to acquire the Netherlands cooperative which is the parent company of ~~2022~~the company that owns the Hardisty South Terminal. The foregoing description is not complete and is ~~subject~~qualified in its entirety by reference to ~~customary~~the ~~closing~~full ~~conditions~~text of the amendment to the Amended and Restated Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Contribution Agreement contains customary representations, warranties and covenants of the Acquiring Entities and the Contributor Parties. The Acquiring Entities, on the one hand, and the Contributor Parties, on the other hand, have agreed to indemnify each other and their respective affiliates, officers, directors and other representatives against certain losses resulting from any breach of their representations, warranties or covenants contained in the Contribution Agreement, subject to certain limitations and survival periods.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Third Amended and Restated Partnership Agreement

Pursuant to the Contribution Agreement, at the closing of the Transactions, all of the outstanding incentive distribution rights in the Partnership will be cancelled and the approximate 1.6% general partner economic interest in the Partnership owned by the General Partner will be converted into a non-economic general partner interest in the Partnership (the “GP/IDR Restructuring”).

Subject to the terms and conditions of the Contribution Agreement, simultaneously with the closing of the Transactions, the General Partner will amend and restate the Second Amended and Restated Agreement of Limited Partnership of USD Partners LP, dated as of October 15, 2014 to reflect the GP/IDR Restructuring (the “Third Amended and Restated Partnership Agreement”).

Relationships

As of March 27, 2022, USD Group owned 11,557,090 common units in the Partnership, representing an aggregate 41.2% limited partner interest. USD Group also owned a 100% interest in the general partner, which in turn owned 461,136 general partner units, representing an approximate 1.6% general partner interest, and all of the incentive distribution rights in the Partnership.

Item 3.02

Unregistered Sales of Equity Securities.

The ~~descriptions~~description in Item 12.01 above of the Partnership’s ~~agreements~~issuance toof ~~issue~~the ~~common~~Common ~~units~~Units in connection with the Transactions is incorporated into this Item 3.02 by reference, insofar as such information relates to the sale of unregistered equity securities. The sale and issuance of the Partnership’s ~~common~~Common ~~units~~Units in connection with the Transactions ~~will~~are be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the closing of the Transactions, the General Partner entered into the Third Amended and Restated Partnership Agreement, dated as of April 6, 2022. Among other things, the Third Amended and Restated Partnership Agreement provides for the (i) cancellation of the IDRs, (ii) conversion of the general partner’s 1.6% economic general partner interest in the Partnership into a non-economic general partner interest, and (iii) elimination of certain legacy provisions that no longer apply, including provisions related to the IDRs, the economic general partner interest and the subordinated units.

The disclosure contained in this Item 5.03 does not purport to be a complete description of the Third Amended and Restated Partnership Agreement and is qualified in its entirety by reference to the full text of the Third Amended and Restated Partnership Agreement, which is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.

Item 7.01

Regulation FD Disclosure.

On ~~March 28~~April 6, 2022, the Partnership issued a press release announcing the entry into the Contribution Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information provided in this Item 7.01 (including the exhibits referenced therein) shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing made by the Partnership pursuant to the Securities Act, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
10.1		Contribution, Conveyance and Assumption Agreement, dated as of March 27, 2022, by and among USD Logistics Operations GP LLC, USD Logistics Operations LP, USD Partners LP, USD North America GP LLC, USD North America LP, USD Group LLC, and USD Partners GP LLC.
3.1		Third Amended and Restated Agreement of Limited Partnership of USD Partners LP, dated as of April 6, 2022.
99.1		Press Release dated March 28, 2022, issued by USD Partners LP.
10.1		Amendment No. 2 to Amended and Restated Credit Agreement, dated as of April 6, 2022, among USD Partners LP, USD Terminals Canada ULC, the Guarantors party thereto, Bank of Montreal, as Administrative Agent, and the other financial institutions party thereto executing the Amendment as Lenders.
99.1		Press Release dated April 6, 2022, issued by USD Partners LP.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	USD Partners LP (Registrant)
	By:	USD Partners GP LLC,
		its general partner
Date: March 28, 2022	By:	/s/ Adam Altsuler
Date: April 7, 2022	By:	/s/ Adam Altsuler
	Name:	Adam Altsuler
	Title:	Executive Vice President, Chief Financial Officer

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