0001610682-22-000042.txt : 20221006
0001610682-22-000042.hdr.sgml : 20221006
20221006183718
ACCESSION NUMBER: 0001610682-22-000042
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220406
FILED AS OF DATE: 20221006
DATE AS OF CHANGE: 20221006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III, LP
CENTRAL INDEX KEY: 0001594546
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298991
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III-A, LP
CENTRAL INDEX KEY: 0001594547
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298990
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY, SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III, LLC
CENTRAL INDEX KEY: 0001621292
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298993
BUSINESS ADDRESS:
STREET 1: 40 BEECHWOOD ROAD
CITY: SUMMIT
STATE: NJ
ZIP: 07901
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 40 BEECHWOOD ROAD
CITY: SUMMIT
STATE: NJ
ZIP: 07901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: USD GROUP LLC
CENTRAL INDEX KEY: 0001621019
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298997
BUSINESS ADDRESS:
STREET 1: C/O USD PARTNERS LP
STREET 2: 811 MAIN STREET, SUITE 2800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (281) 291-0510
MAIL ADDRESS:
STREET 1: C/O USD PARTNERS LP
STREET 2: 811 MAIN STREET, SUITE 2800
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: US DEVELOPMENT GROUP, LLC
CENTRAL INDEX KEY: 0001621021
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298996
BUSINESS ADDRESS:
STREET 1: C/O USD PARTNERS LP
STREET 2: 811 MAIN STREET, SUITE 2800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (281) 291-0510
MAIL ADDRESS:
STREET 1: C/O USD PARTNERS LP
STREET 2: 811 MAIN STREET, SUITE 2800
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ECP ControlCo, LLC
CENTRAL INDEX KEY: 0001707921
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298994
BUSINESS ADDRESS:
STREET 1: 40 BEECHWOOD ROAD
CITY: SUMMIT
STATE: NJ
ZIP: 07901
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 40 BEECHWOOD ROAD
CITY: SUMMIT
STATE: NJ
ZIP: 07901
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: USD HOLDINGS LLC
CENTRAL INDEX KEY: 0001621293
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298995
BUSINESS ADDRESS:
STREET 1: C/O USD PARTNERS LP
STREET 2: 811 MAIN STREET, SUITE 2800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (281) 291-0510
MAIL ADDRESS:
STREET 1: C/O USD PARTNERS LP
STREET 2: 811 MAIN STREET, SUITE 2800
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III-B (USD IP), LP
CENTRAL INDEX KEY: 0001621385
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298989
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS III-C (USD IP), LP
CENTRAL INDEX KEY: 0001621413
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298988
BUSINESS ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 51 JOHN F. KENNEDY PARKWAY
STREET 2: SUITE 200
CITY: SHORT HILLS
STATE: NJ
ZIP: 07078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Energy Capital Partners GP III, LP
CENTRAL INDEX KEY: 0001697506
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36674
FILM NUMBER: 221298992
BUSINESS ADDRESS:
STREET 1: 40 BEECHWOOD ROAD
CITY: SUMMIT
STATE: NJ
ZIP: 07901
BUSINESS PHONE: (973) 671-6100
MAIL ADDRESS:
STREET 1: 40 BEECHWOOD ROAD
CITY: SUMMIT
STATE: NJ
ZIP: 07901
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: USD Partners LP
CENTRAL INDEX KEY: 0001610682
STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD SWITCHING & TERMINAL ESTABLISHMENTS [4013]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 811 MAIN STREET
STREET 2: SUITE 2800
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-249-0426
MAIL ADDRESS:
STREET 1: 811 MAIN STREET
STREET 2: SUITE 2800
CITY: HOUSTON
STATE: TX
ZIP: 77002
4
1
wf-form4_166509582303989.xml
FORM 4
X0306
4
2022-04-06
0
0001610682
USD Partners LP
USDP
0001621019
USD GROUP LLC
811 MAIN STREET, SUITE 2800
HOUSTON
TX
77002
1
0
1
0
0001621021
US DEVELOPMENT GROUP, LLC
811 MAIN STREET, SUITE 2800
HOUSTON
TX
77002
1
0
1
0
0001621293
USD HOLDINGS LLC
811 MAIN STREET, SUITE 2800
HOUSTON
TX
77002
1
0
1
0
0001707921
ECP ControlCo, LLC
40 BEECHWOOD ROAD
SUMMIT
NJ
07901
1
0
1
0
0001621292
ENERGY CAPITAL PARTNERS III, LLC
40 BEECHWOOD ROAD
SUMMIT
NJ
07901
1
0
1
0
0001697506
Energy Capital Partners GP III, LP
40 BEECHWOOD ROAD
SUMMIT
NJ
07901
1
0
1
0
0001594546
ENERGY CAPITAL PARTNERS III, LP
40 BEECHWOOD ROAD
SUMMIT
NJ
07901
0
0
1
0
0001594547
ENERGY CAPITAL PARTNERS III-A, LP
40 BEECHWOOD ROAD
SUMMIT
NJ
07901
1
0
1
0
0001621385
ENERGY CAPITAL PARTNERS III-B (USD IP), LP
40 BEECHWOOD ROAD
SUMMIT
NJ
07901
1
0
1
0
0001621413
ENERGY CAPITAL PARTNERS III-C (USD IP), LP
40 BEECHWOOD ROAD
SUMMIT
NJ
07901
1
0
1
0
COMMON UNITS (LIMITED PARTNER INTERESTS)
2022-04-06
4
J
0
5751136
0
A
17308226
I
See Footnotes
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.
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.
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.
/s/Adam Altsuler, Chief Financial Officer, USD Group LLC
2022-10-06
/s/ Adam Altsuler, Chief Financial Officer, US Development Group, LLC
2022-10-06
USD Holdings LLC; By: /s/ Michael R: Curry, Manager
2022-10-06
ECP ControlCo, LLC By: /s/ Chris Leininger, General Counsel
2022-10-06
Energy Capital Partners III, LLC By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel
2022-10-06
Energy Capital Partners GP III, LP By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel
2022-10-06
Energy Capital Partners III, LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel
2022-10-06
Energy Capital Partners III-A, LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel
2022-10-06
Energy Capital Partners III-B (USD IP), LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel
2022-10-06
Energy Capital Partners III-C (USD IP), LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Chris Leininger, General Counsel
2022-10-06