USD PARTNERS LP: completion of acquisition or disposal of assets, unregistered sale of equity securities, amendments to articles of association or regulations; Fiscal Year Change, FD Regulation Disclosure, Financial Statements and Exhibits (Form 8-K)
Item 2.01 Completion of Acquisition or Disposal of Assets.
The Transactions were completed pursuant to a Contribution Agreement, dated
At the close of the transactions, the Partnership has 33,371,045 Common Units outstanding, of which
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
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
Item 3.02 Unrecorded Sales of
The description in Section 2.01 above of the issuance of Ordinary Units by the Partnership pursuant to the Transactions is incorporated into this Section 3.02 by reference to the extent such information relates to the sale of securities of unregistered participation. The sale and issue of the Partnership’s Common Units in 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; Tax change
In connection with the closing of the transactions, the General Partner has entered into the Third Amended and Restated Partnership Agreement, dated
The disclosure contained in this Section 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 herein and is incorporated by reference into this Section 5.03.
Section 7.01 Disclosure of FD Rules.
Information provided in this Section 7.01 (including exhibits referenced herein) shall be deemed “provided” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ( the Exchange Act), nor shall they be incorporated by reference in any filing made by the Partnership under the Securities Act, except to the extent that such filing incorporates by reference any or all such information. by express reference thereto.
Item 9.01 Financial statements and supporting documents.
(d) Exhibits Exhibit Number Description 3.1 Third Amended and Restated Agreement of Limited Partnership of
USD Partners LP, dated as of April 6, 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. 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.
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