USD Partners LP Announces Wind-Down, Liquidation, and Expected Trading Halt
HOUSTON—(BUSINESS WIRE)—USD Partners LP (OTC: USDP) (the “Partnership”) has announced further details regarding its previously disclosed decision to wind down operations and liquidate the Partnership. Following the sale of its final remaining operating asset, the Partnership has fully ceased business activities and intends to cancel all outstanding equity interests after the termination of its credit facility.
As part of the wind-down process, USD Partners has taken affirmative steps to liquidate its remaining affairs and has formally submitted a request to the Financial Industry Regulatory Authority (FINRA) seeking a halt to trading of the Partnership’s remaining equity securities. The Partnership anticipates that these actions could be completed as early as January 1, 2026, although no definitive timeline has been established at this time.
The Partnership has confirmed that unitholders should not expect to receive any payments or distributions in connection with the liquidation and wind-down process.
Due to the Partnership’s inability to fully repay its outstanding indebtedness, USD Partners expects it may recognize cancellation of indebtedness income (“CODI”) for U.S. federal and applicable state income tax purposes in the 2025 tax year. This CODI could exceed any net taxable losses generated in 2025 from the sale of the Partnership’s final operating asset. As a result, the CODI will be allocated to unitholders for the 2025 tax year and may give rise to a tax liability that exceeds the current value of the common units held by individual investors.
The Partnership emphasized that the actual tax consequences will vary based on each unitholder’s specific financial and tax situation. USD Partners evaluated multiple wind-down and liquidation alternatives in consultation with its professional advisors and determined that the chosen course of action was the most appropriate under the circumstances.
USD Partners expects to issue its final Schedule K-1 (Form 1065) to unitholders in March 2026. The Partnership noted that it is not providing financial or tax advice and strongly encourages investors to consult their own financial and tax advisors to assess the potential implications of the liquidation and CODI allocation.
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.