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): January 26 31, 2023

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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

~~Quarterly~~On ~~Cash~~January 31, ~~Distribution~~2023 (the “Effective Date”), USD Partners LP (the “Partnership”) and USD Terminals Canada ULC, an indirect, wholly-owned subsidiary of the Partnership (together with the Partnership, the “Borrowers”), and the subsidiary guarantors party thereto, entered into an amendment (the “Amendment”) to the Borrowers’ existing revolving credit agreement, dated as of November 2, 2018 (as so amended and as previously amended, the “Credit Agreement”), with the lenders party thereto and Bank of Montreal, as administrative agent.

OnAmong ~~January~~other 26things, ~~2023,~~the ~~USD~~Amendment ~~Partners~~provides ~~LP (~~the “Partnership”) ~~issued~~with arelief ~~press~~from ~~release~~compliance ~~announcing~~with ~~that~~ the ~~board~~Credit ofAgreement’s ~~directors~~maximum ofconsolidated ~~USD~~leverage ~~Partners~~ratio GPand ~~LLC,~~minimum ~~acting~~consolidated ininterest ~~its~~coverage ~~capacity~~ratio. asAs amended, the ~~general~~maximum ~~partner~~consolidated ofleverage ~~the~~ratio ~~Partnership,~~will ~~declared~~be aincreased ~~quarterly~~from ~~cash~~4.5x ~~distribution~~to 5.5x for the first and second quarters of ~~$0.1235~~2023 ~~per~~and ~~unit~~5.25x for the ~~fourth~~third quarter of ~~2022~~2023, ~~($0.494~~and ~~per~~the ~~unit~~minimum onconsolidated aninterest ~~annualized~~coverage ~~basis),~~ratio will be reduced from 2.5x to 2.25x for the ~~same~~second ~~amount~~quarter asof ~~distributed~~2023 inand 2.0x for the ~~prior~~third quarter of 2023. ~~The~~Beginning ~~Partnership~~with ~~also~~the ~~announced~~Effective ~~that~~Date ~~USD~~and ~~Group~~continuing ~~LLC~~through maturity, ~~its~~the ~~sponsor~~Partnership’s ability to make distributions, ~~will~~other ~~waive~~restricted ~~the~~payments ~~fourth~~and ~~quarter~~investments ~~distribution~~will onbe ~~all~~more oflimited ~~its~~than ~~17.3~~prior ~~million~~to ~~units,~~closing ~~reducing~~the ~~this~~Amendment ~~quarterly~~if ~~distribution~~the byPartnership’s ~~approximately~~consolidated ~~$2.1~~leverage ~~million.~~ratio, ~~The~~pro forma for such distribution, isother ~~payable~~restricted onpayment ~~February 17~~or investment, ~~2023,~~ toexceeds ~~unitholders~~4.5x, ofor ~~record~~the atPartnership’s ~~the~~pro ~~close~~forma ofliquidity ~~business~~is onless ~~February~~than $20 ~~8, 2023~~million.

~~Fourth~~The ~~Quarter~~Partnership’s ~~2022~~ability ~~Earnings~~to ~~Release~~make ~~Date~~asset ~~and~~sales ~~Conference~~is ~~Call~~also ~~Information~~relaxed during the Covenant Relief Period, so long as the net proceeds of such assets sales are utilized the pay down borrowings under the Credit Agreement (subject to limited exceptions).

The ~~Partnership~~Amendment also ~~announced~~increases ~~that~~the itborrowing ~~plans~~spreads tounder ~~report~~the ~~fourth~~Credit ~~quarter~~Agreement ~~2022~~to ~~and~~be ~~full-year~~more ~~2022~~consistent ~~financial~~with ~~operating~~current ~~results after~~ market ~~close on Wednesday~~rates, ~~March 1, 2023. The Partnership will host a conference call~~ and ~~webcast~~replaces ~~regarding~~LIBOR-based ~~fourth~~borrowing ~~quarter 2022~~options ~~results~~with atTerm ~~11:00 a.m.~~SOFR-based ~~Eastern~~borrowing ~~Time (10:00 a~~options.m. Central Time) on Thursday, March 2, 2023. Information on how to access the conference call and webcast can be found in the press release and will also be posted to the Partnership’s website at www.usdpartners.com in the “Investors” tab and the “Events & Presentations” sub-tab.

~~Information~~The onforegoing ~~our~~description ~~website is not incorporated by reference in this Current Report on Form 8-K. A copy~~ of the ~~Press~~Amendment ~~Release is attached hereto as Exhibit 99.1. The information in this report~~ and ~~Exhibit~~the ~~99.1~~Credit ~~attached~~Agreement todoes ~~this report are~~ not ~~deemed~~purport ~~“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject~~ to ~~the~~be ~~liabilities~~complete ofand ~~that~~is ~~Section,~~qualified ~~and~~in ~~are~~its ~~not~~entirety ~~incorporated~~ by reference ~~into~~to ~~any registration statement or other filing under~~ the ~~Securities~~full ~~Act~~text of ~~1933~~those ~~(the “Securities Act”) or the Exchange Act~~documents, ~~unless~~which ~~the~~Amendment ~~Partnership~~is ~~expressly~~attached ~~states~~as ~~that~~Exhibit ~~such~~10.1 ~~information is considered~~ to bethis ~~“filed”~~Form ~~under~~8-K, and the ~~Exchange~~documents ~~Act~~are orincorporated ~~incorporates~~herein ~~such information~~ by ~~specific~~ reference ~~in a Securities Act or Exchange Act filing~~.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

ExhibitNumber

Description

99.1

Press release of USD Partners LP dated January 26, 2023.

10.1

Amendment No. 3 to Amended and Restated Credit Agreement dated as of January 31, 2023, among USD Partners LP, USD Terminals Canada ULC, the subsidiary guarantors party thereto, Bank of Montreal, as 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 (Registrant)

~~USD Partners LP (Registrant)~~

By:

~~By:~~USD Partners GP LLC,

~~USD Partners GP LLC,~~

its general partner

~~its general partner~~

Date: January 26, 2023

By:

/s/ Adam Altsuler

Date: February 6, 2023

By:

/s/ Adam Altsuler

Name:

~~Name:~~Adam Altsuler

~~Adam Altsuler~~

Title:

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

~~Executive Vice President and Chief Financial Officer~~

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