USD Partners LP (OTC: USDP) (“we” and the “Partnership”) announced today that the Partnership expects to complete the sale of the Hardisty Rail Terminal, our last remaining operating asset, on or prior to mid-April 2025. The Partnership became obligated to sell the Hardisty Rail Terminal by the lenders under the Partnership’s revolving credit facility as a condition to entering into a forbearance agreement, pursuant to which the lenders agreed to forbear from exercising any rights or remedies arising from certain events of default and certain prospective events of default related to the Partnership’s failure to satisfy certain milestones under the revolving credit facility (the “Forbearance Agreement”). The sale is subject to satisfaction of conditions, including receipt of third-party consents and exercise, or waiver, of certain rights of first refusal with respect to the sale of the Hardisty Rail Terminal.

The sale of the Hardisty Rail Terminal will be the result of an extensive and broadly marketed process conducted by an independent investment bank approved by the lenders under the revolving credit facility. In accordance with the Forbearance Agreement, the sale of the Hardisty Rail Terminal was approved on behalf of the board of directors by an independent director functioning as the Chief Restructuring Officer, as well as by the holder of a majority of the Partnership’s outstanding common units. After giving effect to the sale of the Hardisty Rail Terminal and the use of proceeds the Partnership will have sold substantially all of its assets, but expects to have substantial remaining borrowings outstanding under its revolving credit facility. Upon completion of the sale, the Partnership expects that the lenders will terminate the revolving credit facility and write off the remaining debt balance, following which the Partnership intends to take steps to wind down or dissolve.

The Partnership intends to disclose further details regarding the expected termination of the revolving credit facility and its plan to wind down or dissolve following the completion of the sale of the Hardisty Rail Terminal.

About USD Partners LP

USD Partners LP is a fee-based master limited partnership formed in 2014 by US Development Group, LLC to acquire, develop and operate midstream infrastructure and complementary logistics solutions for crude oil, biofuels and other energy-related products.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws, including statements with respect to the Partnership’s ability to successfully complete the sale of the Hardisty Rail Terminal, the repayment of its indebtedness, the write-down of the remaining debt balance and termination of the revolving credit facility, the impacts (including tax impacts) on its unitholders, and its plans to wind down or dissolve. Words and phrases such as “intends,” “will,” “could” 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 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 set forth under the heading “Risk Factors” in the Partnership’s financial statements for the year ended December 31, 2023, which is available on the Partnership’s website, and the Partnership’s ability to successfully complete the sale of the Hardisty Rail Terminal in compliance with the Partnership’s obligations to its lenders, the Partnership’s ability to obtain further forbearance, waivers, amendments, or a further extension of the maturity date of the revolving credit facility or write-down of the remaining debt balance and termination of the revolving credit facility, the impact of the loss of cash flows from the Hardisty Rail Terminal if sold, the tax impacts on the Partnership and its unitholders of the write-down of the remaining outstanding indebtedness under the revolving credit facility, and the potential winding down of the Partnership’s operations and/or dissolution of the Partnership following such sale. Investors are advised to exercise extreme caution with respect to the risks of investing in the Partnership common units and should read the “Risk Factors,” together with all information publicly disclosed by the Partnership subsequent thereto. 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.

Category: Corporate

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