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): ~~October~~January 2926, ~~2021~~2022

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 of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdiction ofincorporation)

(CommissionFile Number)

(IRS EmployerIdentification 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 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

OnQuarterly ~~October 29,~~Cash 2021, 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, the “Credit Agreement”), with the lenders party thereto, Bank of Montreal, as successor administrative agent, and Citibank, N.A., as resigning administrative agent. Distribution

~~Among~~On ~~other~~January ~~things~~26, ~~the Amendment decreases the aggregate revolving commitments of the lenders from to $385 million to $275 million~~2022, ~~extends~~USD ~~the~~Partners ~~maturity~~LP ~~date by one year to November 2, 2023, and reflects~~ (the ~~resignation~~“Partnership”) ofissued ~~Citibank,~~a ~~N.A.~~press asrelease ~~administrative~~announcing ~~agent~~that ~~and swing line lender under~~ the ~~facility~~board ~~and the appointment~~ of ~~Bank~~directors of ~~Montreal~~USD asPartners ~~successor~~GP ~~administrative~~LLC, ~~agent~~acting ~~and~~in ~~swing~~its ~~line~~capacity ~~lender~~as ~~under~~ the ~~facility.~~general ~~Pursuant~~partner ~~to the terms~~ of the ~~Credit Agreement~~Partnership, ~~the~~declared ~~Partnership’s~~a ~~borrowing~~quarterly ~~capacity~~cash ~~continues~~distribution toof ~~be limited to 4~~$0.5121 ~~times~~per ~~its~~unit ~~trailing~~for ~~12-month~~the ~~consolidated~~fourth ~~EBITDA,~~quarter ~~which~~of ~~equates~~2021 to ($870.4484 ~~million~~per ofunit ~~borrowing~~on ~~capacity~~an ~~available~~annualized ~~at September 30~~basis), ~~2021.~~representing ~~The amendment also includes~~ an ~~option to~~ increase ~~the maximum amount~~ of ~~credit available on the facility to~~ $~~390~~0.0025 ~~million,~~per ~~subject~~unit toor ~~receiving increased commitments from lenders and satisfaction of certain conditions~~2.1% ~~The~~over ~~terms~~the ~~and~~distribution ~~conditions~~declared offor the ~~Credit~~third ~~Agreement,~~quarter asof ~~amended,~~2021. ~~are~~The ~~substantially~~quarterly ~~similar~~increase tois ~~the terms and conditions~~ in-line ~~the Credit Agreement prior to the amendment, except that the Credit Agreement, as amended, sets forth provisions for replacing LIBOR~~ with amanagement’s ~~pre-determined~~previously ~~alternative~~stated ~~benchmark rate~~guidance. ~~After~~The ~~giving~~distribution ~~effect~~is topayable ~~the~~on ~~Amendment~~February 18, ~~the Partnership has the ability to request one additional one-year maturity date extension~~ 2022, ~~subject~~ to ~~the~~unitholders ~~satisfaction~~ of ~~certain~~record ~~conditions,~~at ~~including~~the ~~consent~~close of ~~the~~business ~~lenders.~~on February 9, 2022.

~~The~~Fourth ~~foregoing~~Quarter ~~description~~2021 ofEarnings ~~the~~Release ~~Amendment~~Date and ~~the~~Conference ~~Credit~~Call 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. Information

The Partnership also announced that it plans to report fourth quarter 2021 and full-year 2021 financial and operating results after market close on Wednesday, March 2, 2022. The Partnership will host a conference call and webcast regarding fourth quarter 2021 results at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) on Thursday, March 3, 2022. 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 on our website is not incorporated by reference in this Current Report on Form 8-K. A copy of the Press Release is attached hereto as Exhibit 99.1. The information in this report and Exhibit 99.1 attached to this report are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, and are not incorporated by reference into any registration statement or other filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, unless the Partnership expressly states that such information is considered to be “filed” under the Exchange Act or incorporates such information by specific reference in a Securities Act or Exchange Act filing.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber

Description

Exhibit Number

Description

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.

99.1

Press release of USD Partners LP dated January 26, 2022.

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:~~

~~USD Partners GP LLC,~~By:

USD Partners GP LLC,

~~its general partner~~

its general partner

Date: November 3, 2021

By:

/s/ Adam Altsuler

Date: January 26, 2022

By:

/s/ Adam Altsuler

~~Name:~~

~~Adam Altsuler~~Name:

Adam Altsuler

~~Title:~~

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

Executive Vice President and Chief Financial Officer

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