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~~November 61, 2023

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 1.01			Entry into a Material Definitive Agreement

On ~~October~~November 61, 2023, USD Partners LP (the “Partnership”) entered into an agreement (the “Second Waiver Extension Agreement”) with (i) all the lenders (the “Lenders”) under the secured Credit Agreement (as amended from time to time, the “Credit Agreement”) among the Partnership, USD Terminals Canada ULC, an indirect, wholly-owned subsidiary of the Partnership (together with the Partnership, the “Borrowers”), the subsidiary guarantors party thereto, the ~~lenders~~Lenders ~~party thereto~~ and Bank of Montreal, as administrative agent (the “Administrative Agent”), and (ii) the Administrative Agent.

As previously disclosed, on August 8, 2023, the Partnership entered into an amendment to the Credit Agreement (the “Fourth Amendment”), pursuant to which the Lenders agreed to forebear through and including October 10, 2023 (the “Expiration Date”), from exercising any rights or remedies arising from certain defaults or events of default asserted by the Administrative Agent, which the Partnership disputed, or certain prospective defaults or events of default under the Credit Agreement and other loan documents arising from, among other things, any failure to disclose certain events that give or may give rise to a Material Adverse Effect. Also as previously disclosed, on October 6, 2023, the Partnership entered into a waiver extension agreement (the “First Waiver Extension Agreement”), pursuant to which the Lenders and Administrative Agent agreed to, among other things, (i) extend the Expiration Date to November 3, 2023 and (ii) waive the event of default arising from the non-payment of the interest due on October 10, 2023 until November 3, 2023.

~~Pursuant~~The toSecond ~~the~~ Waiver Extension ~~Agreement, the Lenders and Administrative Agent have agreed to, among other things,~~ (i) ~~extend~~further extends the Expiration Date to November 317, 2023 (the “New Expiration Date”) ~~and~~in ~~(ii)~~respect ~~waive~~of ~~the~~certain ~~event~~events of default ~~arising~~or ~~from~~prospective ~~the~~events ~~non-payment~~ of ~~the~~default ~~interest~~described ~~due~~in ~~on October 10, 2023 until~~ the ~~New~~Fourth ~~Expiration~~Amendment ~~Date. As a condition to the Waiver Extension Agreement, among other things, the Borrowers have agreed to terminate certain hedge agreements~~ and ~~swap contracts and apply all proceeds thereof to repayment of~~ the ~~obligations~~Second ~~then outstanding under the Credit Agreement. In addition, the~~ Waiver Extension ~~Letter reduces the aggregate commitments under the Credit~~ Agreement and ~~the~~(ii) ~~sublimit~~temporarily ~~for letters of credit under the Credit Agreement~~waives, ~~which~~until ~~reduced amounts are equal to outstanding borrowings. As provided for in~~ the ~~Fourth~~New ~~Amendment~~Expiration Date, ~~the~~events ~~Partnership has agreed not to make any additional requests for new borrowings or letters~~ of default ~~credit,~~arising ~~or convert outstanding loans~~ from ~~one type to another, in each case under~~ the ~~Credit~~non-payment ~~Agreement, which may further impact its liquidity. As~~ of ~~October~~amounts 6,due ~~2023,~~on ~~there was $195.9 million of borrowings outstanding under~~ the ~~Credit~~maturity ~~Agreement~~date.

The above description of the terms of the Second Waiver Extension Agreement does not purport to be complete and is qualified in its entirety by the full text of (i) the Second Waiver Extension Agreement, which is attached as an exhibit hereto and incorporated herein by reference, ~~and~~(ii) the ~~full~~First ~~text~~Waiver ofExtension Agreement, which is attached as an exhibit to the Partnership’s Current Report on Form 8-K filed on October 6, 2023, and (iii) the Fourth Amendment, which is attached as an exhibit to the Partnership’s Quarterly Report on Form 10-Q for the three months ended June 30, 2023. Capitalized terms used but not defined herein have the meaning set forth in the Second Waiver Extension Agreement. The above information is also qualified by reference to the “Risk Factors” provided in the Partnership’s Quarterly Report on Form 10-Q for the three months ended June 30, 2023, which shall be deemed updated for the information provided herein, and Annual Report on Form 10-K for the year ended December 31, 2022.


Item 7.01			Regulation FD Disclosure.

On ~~October~~November 92, 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.

(d) Exhibits

Exhibit Number

Description

10.1

Letter Agreement, dated ~~October~~November 61, 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 thereto.

99.1

Press release of USD Partners LP dated ~~October~~November 92, 2023.

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)

By:

USD Partners GP LLC,

its general partner

Date: October 10, 2023

By:

/s/ Adam Altsuler

Date: November 2, 2023

By:

/s/ Adam Altsuler

Name:

Adam Altsuler

Title:

Executive Vice President, Chief Financial Officer

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