| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | USDP | COMMON UNITS (LIMITED PARTNER INTERESTS) | Other | $0 | +5.75M | +49.76% | $0.00 | 17.3M | Apr 6, 2022 | See Footnotes | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | On April 6, 2022, USD Partners LP (the Partnership) and certain of its subsidiaries (together with the Partnership, the Acquiring Entities) completed the acquisition of equity interests in certain subsidiaries of USD Group LLC (USD Group) that own 100% of the Hardisty South Terminal (the Acquisition). Upon the closing of the Acquisition, the Partnership and USD Partners GP LLC, the general partner of the Partnership (the GP), completed the cancellation of the incentive distribution rights (IDRs) held by the GP, and the conversion of the GP's approximate 1.6% economic general partner interest in the Partnership into a non-economic general partner interest (the GP/IDR Restructuring and, together with the Acquisition, the Transactions).The total consideration for the Transactions was $75 million in cash plus 5,751,136 newly issued common units representing limited partner interests in the Partnership (the Common Units) that were issued to USD Group. |
| F2 | US Development Group, LLC (USD) is the parent company of USD Group, which is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner. USD manages USD Group. ECP ControlCo, LLC (ECP ControlCo) is the managing member of Energy Capital Partners III, LLC (ECP), which is the general partner of Energy Capital Partners GP III, LP (ECP GP), which is the general partner of each of Energy Capital Partners III, LP (ECP III), Energy Capital Partners III-A, LP (ECP-A), Energy Capital Partners III-B (USD IP), LP (ECP-B), and Energy Capital Partners III-C (USD IP), LP ((ECP-C) and together with ECP III,ECP-A and ECP-B, the "ECP Funds"). As a result, ECP ControlCo, ECP and ECP GP have voting and investment control over the securities owned by the ECP Funds. USD Holdings, LLC (USD Holdings) and the ECP Funds are members of USD and, with ECP and ECP ControlCo, may be deemed to indirectly beneficially own the limited partner interests beneficially owned by USD. |
| F3 | Following the transactions reported herein, USD Group directly holds 17,308,226 common units representing 51.9% of the common units and 51.9% of the limited partnership interests in the Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 7,875,243 common units, representing 45.5% of the limited partnership interests held by USD Group. ECP ControlCo, ECP, ECP GP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 8,515,647 common units, representing 49.2% of the limited partnership interests held by USD Group. |