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 31~~May 3, 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 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 2.0102 ~~Completion~~Results of ~~Acquisition~~Operations orand ~~Disposition~~Financial ~~of Assets~~Condition.

On ~~March 31~~May 3, 2023, ~~USDP CCR LLC (the “Seller”), an indirect, wholly-owned subsidiary of~~ USD Partners LP (the “Partnership”), ~~completed~~issued ~~the~~a ~~previously~~press ~~announced~~release ~~sale~~announcing of its ~~Casper~~operating ~~rail~~and ~~terminal~~financial ~~(the~~results ~~“Casper~~for ~~Terminal”) to South 49 Holdings Ltd. (~~the ~~“Buyer”),~~three amonths ~~member~~ended ~~of the Midstream Energy Partners group of companies, pursuant to that certain Membership Interest Purchase Agreement, dated~~ March 2031, 2023,. byA ~~and~~copy ~~between~~of ~~Seller and Buyer (~~the ~~“Purchase~~press ~~Agreement”),~~release ~~for~~is ~~cash~~furnished ~~consideration~~as ofExhibit ~~approximately $33 million, subject to customary adjustments~~99.1 hereto.

The information in this Item 72.0102 ~~Regulation~~and FDthe ~~Disclosure~~exhibit attached to this report as Exhibit 99.1 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.

On April 3, 2023, the Partnership issued a press release announcing certain of the matters described in this Current Report on Form 8-K. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report. The information set forth in this Item 7.01 and in Exhibit 99.1 shall not be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


Item 9.01			Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following unaudited pro forma financial information of the Partnership is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2022.

• Unaudited Pro Forma Condensed Consolidated Statement of Operations as of December 31, 2022.

(d) Exhibits

ExhibitNumber

Description

Exhibit Number

Description

99.1

~~Press Release of USD Partners LP dated April 3, 2023~~

Press release of USD Partners LP dated May 3, 2023.

99.2

Unaudited pro forma condensed consolidated financial information

104

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

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

By:

~~USD Partners GP LLC,~~

USD Partners GP LLC,

~~its general partner~~

its general partner

Date: April 4, 2023

By:

/s/ Adam Altsuler

Dated: May 3, 2023

By:

/s/ Adam Altsuler

Name:

~~Adam Altsuler~~

Adam Altsuler

Title:

~~Executive Vice President and Chief Financial Officer~~

Executive Vice President, Chief Financial Officer

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