| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 29, 2021, USD Partners LP (the “Partnership”) and USD Terminals Canada ULC, an indirect, wholly-owned subsidiary of the Partnership (together with the Partnership, the “Borrowers”), and the subsidiary guarantors party thereto, entered into an amendment (the “Amendment”) to the Borrowers’ existing revolving credit agreement, dated as of November 2, 2018 (as so amended, the “Credit Agreement”), with the lenders party thereto, Bank of Montreal, as successor administrative agent, and Citibank, N.A., as resigning administrative agent.
Among other things, the Amendment decreases the aggregate revolving commitments of the lenders from to $385 million to $275 million, extends the maturity date by one year to November 2, 2023, and reflects the resignation of Citibank, N.A. as administrative agent and swing line lender under the facility and the appointment of Bank of Montreal as successor administrative agent and swing line lender under the facility. Pursuant to the terms of the Credit Agreement, the Partnership’s borrowing capacity continues to be limited to 4.5 times its trailing 12-month consolidated EBITDA, which equates to $87.4 million of borrowing capacity available at September 30, 2021. The amendment also includes an option to increase the maximum amount of credit available on the facility to $390 million, subject to receiving increased commitments from lenders and satisfaction of certain conditions. The terms and conditions of the Credit Agreement, as amended, are substantially similar to the terms and conditions in the Credit Agreement prior to the amendment, except that the Credit Agreement, as amended, sets forth provisions for replacing LIBOR with a pre-determined alternative benchmark rate. After giving effect to the Amendment, the Partnership has the ability to request one additional one-year maturity date extension, subject to the satisfaction of certain conditions, including consent of the lenders.
The foregoing description of the Amendment and the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of those documents, which Amendment is attached as Exhibit 10.1 to this Form 8-K, and the documents are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Master Assignment, Assignment of Liens, and Amendment No. 1 to Amended and Restated Credit Agreement dated as of October 29, 2021, among USD Partners LP, USD Terminals Canada ULC, the subsidiary guarantors party thereto, Citibank, N.A., as resigning administrative agent, Bank of Montreal, as successor administrative agent, and the other lenders and parties party thereto. |
| |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
