Form 8-K - Current report

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): November 15, 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 3.01			Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 15, 2023, USD Partners LP (the “Partnership”) received a written notice from the staff of NYSE Regulation notifying the Partnership that NYSE Regulation had determined to commence proceedings to delist the Partnership’s common units from the New York Stock Exchange (“NYSE”). Trading in the Partnership’s common units on the NYSE was suspended after the market close on November 15, 2023. NYSE Regulation reached its decision to delist the common units pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Partnership had fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15 million.

NYSE Regulation indicated that they will apply to the Securities and Exchange Commission (the “SEC”) to delist the Partnership’s common units upon completion of all applicable procedures, including any appeal by the Partnership of the NYSE Regulation staff’s decision. The Partnership has 10 business days to determine whether to appeal the NYSE’s delisting determination.

The Partnership’s common units commenced trading on the OTC Pink Market on November 16, 2023. The Partnership expects its common units to trade under the symbol “USDP.” The Partnership is under no obligation to develop or maintain a market in the common units. The Partnership cannot provide assurance that its common units will continue to trade on the OTC Pink Market, that brokers will continue to provide public quotes of the Partnership’s common units, that a market for the Partnership’s common units will develop or be maintained, or that the trading volume of the Partnership’s common units will be sufficient enough to generate an efficient trading market. Holders of common units may not be able to sell or otherwise transfer such common units.

Please refer to “Risk Factors - If we cannot regain compliance with the NYSE’s continued listing standards or we fail to maintain compliance with other NYSE continued listing standards, the NYSE will delist our common units, which could negatively affect us, the price of our common units and our unitholders’ ability to sell our common units. Based on the current price of our common units, we expect the NYSE will suspend our common units from trading on or about November 17, 2023 and immediately initiate delisting procedures.” under Item 1A of the Partnership Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, as filed with the SEC on November 7, 2023.


Item 8.01			Other Events.

On November 15, 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.

Cautionary Note Regarding Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of U.S. federal securities laws, including statements regarding the impact of the Partnership’s inability to remain in compliance with the NYSE’s listing standards; the timing of any process involving the any delisting of the common units; and the timing, nature and impact the common units’ trading on the OTC Pink Market. Words and phrases such as “expect,” “plan,” “intent,” “believes,” “projects,” “anticipates,” “subject to” 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, market conditions, 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 actions by NYSE Regulation, brokers and other third parties, equity market conditions, and 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.

(d) Exhibits

Exhibit Number

Description

99.1

Press release of USD Partners LP dated November 15, 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: November 16, 2023

By:

/s/ Adam Altsuler

Name:

Adam Altsuler

Title:

Executive Vice President, Chief Financial Officer

Exhibit 99.1

November 15, 2023

USD Partners LP Announces Suspended NYSE Trading, Anticipates Trading Will Begin On the OTC Exchange Effective November 16, 2023

Houston, TX – USD Partners LP (NYSE: USDP) (the “Partnership”) announced today that the Partnership received notification from the New York Stock Exchange (the “NYSE”) that the NYSE will suspend trading of, and commence proceedings to delist, the Partnership’s common units, effective at the open of business eastern standard time on November 16, 2023. The determination was made in connection with the Partnership’s non-compliance with an NYSE listing requirement necessitating an average market capitalization of at least $15 million over a consecutive 30 trading-day period. The Partnership has 10 business days to determine whether to appeal the NYSE’s delisting determination.

The suspension and delisting determination do not affect the Partnership’s business, nor do they conflict with or cause an event of default under the Partnership’s Credit Agreement.

The Partnership anticipates that its common units will begin trading in the OTC Pink Market on November 16, 2023 under the ticker symbol USDP. Existing unitholders of USDP will find the common units quoted on the OTC Pink Market without any further action needed. For quotes or additional information on the OTC Pink Market, please visit otcmarkets.com

About USD Partners LP

USD Partners LP is a fee-based, growth-oriented master limited partnership formed in 2014 by US Development Group, LLC (“USD”) to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products. The Partnership generates substantially all of its operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers, including major integrated oil companies, refiners and marketers. The Partnership’s principal assets include a network of crude oil terminals that facilitate the transportation of heavy crude oil from Western Canada to key demand centers across North America. The Partnership’s operations include railcar loading and unloading, storage and blending in on-site tanks, inbound and outbound pipeline connectivity, truck transloading, as well as other related logistics services. In addition, the Partnership provides customers with leased railcars and fleet services to facilitate the transportation of liquid hydrocarbons and biofuels by rail.

USD, which owns the general partner of USD Partners LP, is engaged in designing, developing, owning, and managing large-scale multi-modal logistics centers and energy-related infrastructure across North America. USD’s solutions create flexible market access for customers in significant growth areas and key demand centers, including Western Canada, the U.S. Gulf Coast and Mexico. Among other projects, USD is currently pursuing the development of a premier energy logistics terminal on the Houston Ship Channel with capacity for substantial tank storage, multiple docks (including barge and deepwater), inbound and outbound pipeline connectivity, as well as a rail terminal with unit train capabilities. For additional information, please visit texasdeepwater.com. Information on websites referenced in this release is not part of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws, including statements regarding whether the Partnership will seek to appeal the NYSE’s delisting determination; whether the Partnership will regain compliance with the NYSE’s listing standards; the timing of any process involving the continued listing or any delisting of the common units; the timing and nature of any trading of the Partnership’s common units on the OTC Pink Market. Words and phrases such as “expect,” “plan,” “intent,” “believes,” “projects,” “anticipates,” “subject to” 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, market conditions, 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 the Partnership’s decision whether to appeal the delisting determination, equity market conditions and 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.

The Partnership provides no assurance with respect to whether any market for the common units will develop, any price at which the common units may trade, and whether investors or brokers are able to hold the common units once quoted on the OTC Pink Market. Investors are cautioned that trading securities quoted on the OTC Pink Market is more limited and subject to additional restrictions than trading securities listed on a national securities exchange and are advised to consult their own brokers or advisors.

Investor Relations Contacts:

Adam Altsuler

Executive Vice President, Chief Financial Officer

(281) 291-3995

aaltsuer@usdg.com

Jennifer Waller

Sr. Director, Financial Reporting and Investor Relations

(832) 991-8383

jwaller@usdg.com

Cover Page	Nov. 15, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 15, 2023
Entity Registrant Name	USD Partners LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36674
Entity Tax Identification Number	30-0831007
Entity Address, Address Line One	811 Main Street
Entity Address, Address Line Two	Suite 2800
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	281
Local Phone Number	291-0510
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Units Representing Limited Partner Interests
Trading Symbol	USDP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001610682
Amendment Flag	false