USD Partners to Liquidate

HOUSTON--(BUSINESS WIRE)--As previously announced, USD Partners LP (OTC: USDP) (the “Partnership”) sold its last remaining operating asset, ceased operations and announced its intention to cancel the equity of the Partnership following termination of its credit facility. The Partnership has taken affirmative steps to wind down and liquidate, and the Partnership has submitted a request to the Financial Industry Regulatory Authority (FINRA) to halt trading of the remaining Partnership equity. The Partnership expects these actions to be completed as early as January 1, 2026, although a firm date has not been determined. The Partnership’s unitholders will not receive any payments or distributions from the Partnership upon its wind down.

Because the Partnership is not able to repay its remaining indebtedness in full, the Partnership may recognize cancellation of indebtedness income (“CODI”) for U.S. federal and state income tax purposes in 2025 in excess of the net taxable losses the Partnership may recognize in 2025 in connection with the sale of the Partnership’s last remaining asset. This CODI will be allocated to the Partnership’s unitholders in 2025 and might result in a tax obligation in excess of the value of the common units held by such unitholder. The exact tax impacts will vary for each individual unitholder depending on their unique circumstances. The Partnership evaluated available wind-down and liquidation alternatives in consultation with its advisors and has proceeded with the course believed to be most appropriate under the circumstances. The Partnership will provide the final Schedule K-1 (Form 1065) to unitholders sometime in March 2026. The Partnership is not providing financial or tax advice to investors.

Investors are advised to consult their own financial and tax advisors.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Words and phrases such as “intends,” “expects,” “believed,” “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 as of the date this press release was issued or the date as to which such statement relates. 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 years ended December 31, 2023 and 2024, which are available on the Partnership’s website, the tax impact of CODI on the Partnership’s unitholders and the evaluation of the alternatives for winding down of the Partnership’s operations and liquidation of the Partnership. 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.