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): April 6 21, 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 2.01 Completion of Acquisition or Disposition of Assets.

On April 6, 2022, USD Partners LP (the “Partnership”) and certain of its subsidiaries (together with the Partnership, the “Acquiring Entities”) completed the previously announced acquisition of equity interests in certain subsidiaries of USD Group LLC (“USD Group”) that own 100% of the Hardisty South Terminal (the “Acquisition”). Simultaneously with the closing of the Acquisition, the Partnership and USD Partners GP LLC, the general partner of the Partnership (the “General Partner”), completed (i) the cancellation of the Partnership incentive distribution rights (“IDRs”) held by the General Partner, and (ii) the conversion of the General Partner’s approximate 1.6% economic general partner interest in the Partnership into a non-economic general partner interest in the Partnership (the “GP/IDR Restructuring” and, together with the Acquisition, the “Transactions”).

The Transactions closed pursuant to a Contribution Agreement, dated as of March 27, 2022 (the “Contribution Agreement”), by and among the Acquiring Entities, and USD Group and certain subsidiaries of USD Group (“Contributor Parties”). Subject to the terms and conditions of the Contribution Agreement, simultaneously with the closing of the Transactions, the General Partner amended and restated the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 15, 2014 to reflect the GP/IDR Restructuring (the “Third Amended and Restated Partnership Agreement”). The total consideration for the Transactions was $75 million in cash, 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.

The foregoing description of the Contribution Agreement is qualified in its entirety by reference to the full text of the Contribution Agreement, which was filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K filed on March 29, 2022 and is incorporated herein by reference.

In connection with the closing of the Transactions, the Partnership entered into an amendment to its Amended and Restated Credit Agreement to permit the Partnership to acquire the Netherlands cooperative which is the parent company of the company that owns the Hardisty South Terminal. The foregoing description is not complete and is qualified in its entirety by reference to the full 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.

Item 3.02 Unregistered Sales of Equity Securities.

The description in Item 2.01 above of the Partnership’s issuance of the Common 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 Units in connection with the Transactions are 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.

OnQuarterly ~~April 6,~~Cash 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. Distribution

~~The~~On ~~information~~April ~~provided~~21, in2022, ~~this~~USD ~~Item~~Partners ~~7.01~~LP (~~including~~ the ~~exhibits~~“Partnership”) ~~referenced~~issued ~~therein)~~a ~~shall~~press berelease ~~deemed~~announcing ~~“furnished”~~that ~~and~~the ~~shall~~board ~~not~~of bedirectors ~~deemed~~of ~~“filed”~~USD ~~for~~Partners ~~the~~GP ~~purposes~~LLC, ofacting ~~Section 18~~in its capacity as the general partner of the ~~Securities~~Partnership, ~~Exchange~~declared ~~Act~~a quarterly cash distribution of ~~1934,~~$0.1235 asper ~~amended~~unit (for the ~~“Exchange~~first ~~Act”~~quarter of 2022 ($0.494 per unit on an annualized basis), ~~nor~~representing ~~shall~~an itincrease beof ~~incorporated~~$0.0025 per byunit ~~reference~~or in2.1% ~~any~~over ~~filing~~the ~~made~~distribution bydeclared for the ~~Partnership~~fourth ~~pursuant~~quarter toof ~~the~~2021. ~~Securities~~The ~~Act,~~quarterly ~~except~~increase tois ~~the~~in-line ~~extent~~with ~~that~~management’s ~~such~~previously ~~filing~~stated ~~incorporates~~guidance. byThe ~~reference~~distribution ~~any~~is orpayable ~~all~~on May 13, 2022, to unitholders of ~~such~~record ~~information~~at bythe ~~express~~close ~~reference~~of ~~thereto.~~business on May 4, 2022.

First Quarter 2022 Earnings Release Date and Conference Call Information

The Partnership also announced that it plans to report first quarter 2022 financial and operating results after market close on Wednesday, May 4, 2022. The Partnership will host a conference call and webcast regarding first quarter 2022 results at 11:00 a.m. Eastern Time (10:00 a.m. Central Time) on Thursday, May 5, 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

3.1

Third Amended and Restated Agreement of Limited Partnership of USD Partners LP, dated as of April 6, 2022.

99.1

Press release of USD Partners LP dated April 21, 2022.

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.

104

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

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 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: April 7, 2022

By:

/s/ Adam Altsuler

Date: April 21, 2022

By:

/s/ Adam Altsuler

~~Name:~~

~~Adam Altsuler~~Name:

Adam Altsuler

~~Title:~~

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

Executive Vice President and Chief Financial Officer

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