| Item 1.01 |
Entry into a Material Definitive Agreement.
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On March 20, 2023, USDP CCR LLC (the “Seller”), an indirect,
wholly-owned subsidiary of USD Partners LP (the “Partnership”),
entered into a Membership Interest Purchase Agreement (the
“Purchase Agreement”) with South 49 Holdings Ltd., a member of the
Midstream Energy Partners group of companies (collectively, the
“Buyer”). Upon the terms and subject to the conditions set forth in
the Purchase Agreement, the Seller agreed to sell the Partnership’s
Casper rail terminal, by means of a sale of all of the equity
interests of the subsidiary of the Partnership which owns the
terminal, to the Buyer for a cash purchase price of approximately
$33 million (the “Transaction”), subject to customary
adjustments. The Transaction is expected to close prior to the end
of the second quarter of 2023. The Partnership intends to use a
majority of the proceeds from the Transaction, net of expenses, to
repay borrowings outstanding under the Partnership’s revolving
credit facility and to retain the remaining proceeds to support
general partnership purposes.
The Purchase Agreement contains customary representations and
warranties, covenants, termination rights, and indemnification
provisions, subject to specified limitations. In addition, the
completion of the Transaction is subject to certain customary
conditions.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement attached as
Exhibit 10.1 to this Form 8-K, which is incorporated herein by
reference.
| Item 7.01 |
Regulation FD Disclosure.
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On March 23, 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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements within the
meaning of U.S. federal securities laws, including statements with
respect closing of the Transaction and the use of net proceeds from
the Transaction. Words and phrases such as “expect” and “intend”
and similar expressions are used to identify such forward-looking
statements. However, the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements
relating to the Partnership are based on management’s expectations,
estimates and projections about the Partnership, its interests and
the energy industry in general on the date this press release was
issued. These statements are not guarantees of future performance
and involve certain risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual outcomes and results may
differ materially from what is expressed or forecast in such
forward-looking statements. Factors that could cause actual results
or events to differ materially from those described in the
forward-looking statements include those factors set forth under
the heading “Risk Factors” and elsewhere in the Partnership’s most
recent Annual Report on Form 10-K and in the Partnership’s
subsequent filings with the Securities and Exchange Commission. The
Partnership is under no obligation (and expressly disclaims any
such obligation) to update or alter its forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
| * |
Certain schedules and similar attachments have been omitted
pursuant to Item 601(a)(5) of Regulation S-K and will be provided to the SEC
upon request
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