USD Partners LP (USDP): History, Ownership, Mission, How It Works & Makes Money

Do you know what happens to a Master Limited Partnership (MLP) after it sells its entire operating asset base? USD Partners LP (USDP), a midstream logistics provider formed in 2014, offers a rare, real-time case study, transitioning from a fee-based operator with multi-year, take-or-pay contracts to a company focused on winding down operations in 2025.

The company's strategic shift culminated with the April 10, 2025 announcement of the sale of its final asset, following the December 2023 delisting from the NYSE for falling below the $15 million market capitalization requirement, which is a significant change from its earlier position in the energy sector.

With its common units trading around $0.01 on the OTC market as of November 2025, understanding USD Partners LP's original mission-to connect Western Canadian crude oil to key demand centers-is now crucial for anyone analyzing the value left for its 33,774,427 outstanding units.

USD Partners LP (USDP) History

You're looking for the definitive history of USD Partners LP, and the story is one of a rapid rise in midstream energy logistics followed by a challenging pivot that led to a wind-down. The direct takeaway is that USDP was a Master Limited Partnership (MLP) formed in 2014 to capitalize on rail-based crude oil and biofuel logistics, but market shifts and debt ultimately forced the sale of all its assets and a plan to dissolve by mid-2025.

USD Partners LP's Founding Timeline

Year established

USD Partners LP was formally established on June 5, 2014, as a Delaware limited partnership.

Original location

The principal executive offices for the Partnership were set up in Houston, Texas.

Founding team members

The Partnership was formed by its sponsor, US Development Group LLC (USD Group LLC), which provided the initial management team. Key leadership included Daniel Borgen, who served as Chairman, Chief Executive Officer, and President of the General Partner.

Initial capital/funding

The company went public on October 15, 2014, through an Initial Public Offering (IPO). This IPO raised approximately $181 million in net proceeds by offering 10.5 million common units at $17.00 per unit. The initial operating assets were contributed by USD Group LLC.

USD Partners LP's Evolution Milestones

USD Partners LP's Transformative Moments

The company's trajectory changed fundamentally in the final years as the market for its rail-based logistics solutions shifted. The initial growth model, based on long-term, take-or-pay contracts (agreements where a customer pays for capacity regardless of whether they use it), was sound, but the underlying market volatility proved too much to overcome.

The most defintely transformative moment was the sequence of financial distress and the mandated asset liquidation that began in 2023.

• The Liquidity Crisis: Despite generating a Q3 2023 Distributable Cash Flow of $9.8 million, the Partnership's debt obligations and a tough re-contracting environment led to a liquidity crunch and the subsequent Chapter 11 filing in October 2023.
• Forced Asset Sales: The sale of the Casper Terminal for $33.0 million in Q1 2023 was the start, but the final, irreversible step was the expected sale of the Hardisty Rail Terminal in early 2025. This sale was a condition set by lenders under a forbearance agreement.
• The Wind-Down Decision: By January 2025, the company announced that upon completion of the Hardisty sale and the lenders' termination and write-off of the remaining debt balance, the Partnership intends to take steps to wind down or dissolve. This action effectively ended USDP's life as an operating entity.

This final sequence of events maps a clear path from a publicly traded MLP focused on growth to a non-operating entity in the process of dissolution by November 2025. If you want to dive deeper into the strategic intent behind the original business, you can review the Mission Statement, Vision, & Core Values of USD Partners LP (USDP).

USD Partners LP (USDP) Ownership Structure

USD Partners LP is a Master Limited Partnership (MLP) whose ownership structure is dominated by its General Partner, which is indirectly owned by US Development Group, LLC (USD). This structure gives the General Partner significant control over the partnership's operations and strategic decisions, despite the common units being publicly traded.

USD Partners LP's Current Status

The company's status as of November 2025 is that of a publicly traded, yet operationally winding-down, Limited Partnership. Its common units, ticker USDP, were delisted from the New York Stock Exchange (NYSE) in November 2023 and now trade on the OTC market (OTCPK: USDP). This delisting followed the Partnership's failure to meet continued listing standards. Crucially, the Partnership completed the sale of its final operating asset, the Hardisty Rail Terminal, in April 2025, a move required by lenders. The stated intention is to wind down or dissolve the partnership following the termination of its revolving credit facility. This means the entity is in a liquidating phase, not an operating one. You need to understand this is a sunset situation, not a growth story.

USD Partners LP's Ownership Breakdown

Control of USD Partners LP rests with the General Partner and its affiliates, which is a common feature of the Master Limited Partnership (MLP) structure. The General Partner, indirectly owned by US Development Group, LLC, holds the majority of the voting power, which is the key to understanding who steers the company. As of the most recent data, the ownership percentages break down as follows, reflecting the control mechanism inherent in the MLP model.

Here's the quick math: the General Partner and its affiliates own more than half of the voting units, meaning they control strategic decisions, including the current wind-down process. This is why the institutional ownership is practically non-existent, sitting at a nominal 0.00% as of August 2025, with Mutual Funds holding just 0.02%.

USD Partners LP's Leadership

The leadership team of USD Partners LP is primarily composed of executives who also hold senior positions at US Development Group, LLC, which owns the General Partner. This alignment ensures the management team's interests are closely tied to the controlling entity's strategy, which, in this case, is the dissolution of the Partnership.

• Dan Borgen: Chairman, Chief Executive Officer, and President. He is a co-founder of USD Group, LLC, and has served as Chairman, CEO, and President since its inception.
• Kyle Schornick: Chief Financial Officer. He was appointed to the role in February 2024, overseeing corporate finance, treasury, and capital markets.
• Larry Ruple: Executive Vice President, Chief Operating Officer. He is responsible for operations and project development activities, though the company has sold its final operating asset.

The team is experienced, with an average of over two decades in the energy, transportation, and financial industries, but their current mandate is execution of the wind-down plan. If you want a deeper dive into the company's financial stability during this process, you should read Breaking Down USD Partners LP (USDP) Financial Health: Key Insights for Investors.

USD Partners LP (USDP) Mission and Values

USD Partners LP's core purpose, even as it winds down its operations in 2025, has always centered on being the reliable logistical backbone for North American energy producers, focusing on infrastructure and safety over short-term commodity price swings. The company's mission is implicitly defined by its long-term, fee-based contracts with investment-grade customers, which historically generated substantially all of its operating cash flow, a model that delivered a net income of $42.1 million on $214.6 million in revenue in 2023. [cite: 1 in step 1]

USD Partners LP's Core Purpose

The company's cultural DNA is rooted in the essential, capital-intensive business of energy logistics (midstream infrastructure), which is a high-barrier-to-entry sector. The focus isn't on trading oil, but on reliably moving it-a critical service that underpins the entire supply chain. This is defintely a business of precision and long-term commitment.

Official mission statement

USD Partners LP does not publish a single, succinct mission statement, but its actions and business model define its purpose as a Master Limited Partnership (MLP). The mission is operational and infrastructural:

• Develop, acquire, and operate energy-related logistics assets, primarily rail terminals. [cite: 1 in step 1]
• Provide essential services for the efficient and reliable movement and storage of crude oil, biofuels, and other energy products. [cite: 1 in step 1, 7 in step 1]
• Generate stable, predictable cash flow primarily through multi-year, take-or-pay contracts.

Vision statement

The company's vision has been one of innovation and sustainability within the midstream sector, aiming to be a key connector between energy production hubs and end-markets. Their commitment to this vision is best seen in their development of the Diluent Recovery Unit (DRU) system, a proprietary technology designed to improve the transportation of heavy crude oil. [cite: 2 in step 1, 6 in step 1]

• Maintain operational excellence to ensure reliability and efficiency for customers.
• Support the distribution of energy products across North America via strategically located assets like the Hardisty terminal. [cite: 1 in step 1, 7 in step 1]
• Deliver innovative and sustainable solutions, recognizing the social, environmental, and economic dimensions of their business. [cite: 6 in step 1]

USD Partners LP slogan/tagline

While not a formal, consumer-facing slogan, the company positions itself as a market leader and innovator in a complex sector. They were pioneers in the hydrocarbon-by-rail concept, a testament to their long-term, forward-thinking approach. [cite: 2 in step 1]

• Pioneers for over 20 years. [cite: 2 in step 1]
• Focus on delivering a quality product over long distances, faster than competitors. [cite: 2 in step 1]

The core values that guided this work-Integrity, Customer Focus, and Safety-were paramount, especially given their role in transporting volatile products. The April 2025 announcement of the final asset sale marks the end of their operational journey, but the legacy is one of successful midstream execution. If you are looking for a deeper dive into the numbers that defined this era, you should read Breaking Down USD Partners LP (USDP) Financial Health: Key Insights for Investors.

USD Partners LP (USDP) How It Works

USD Partners LP operates as a critical midstream logistics provider, connecting energy producers with end-markets by owning and operating strategic rail terminals and complementary infrastructure. The company generates nearly all its cash flow from multi-year, take-or-pay contracts, which means customers commit to paying for capacity regardless of whether they use it, providing a stable, fee-based revenue stream.

USD Partners LP's Product/Service Portfolio

The company's value proposition centers on providing flexible, low-cost transportation access for liquid hydrocarbons and biofuels, primarily through its network of rail-centric terminals.

USD Partners LP's Operational Framework

The operational model is built around high-utilization, strategically located assets that minimize the risk of volume fluctuations through contractual protections. This is a very simple business model.

• Fee-Based Contracts: The core of the framework is generating revenue from multi-year, take-or-pay contracts, insulating the business from short-term commodity price volatility.
• Strategic Asset Base: The company focuses on owning and operating key infrastructure, like the Hardisty Terminal, which offers a direct pipeline connection to a major storage hub, ensuring a reliable supply source.
• Asset Utilization: Operations are highly efficient; for instance, the company reported a $\mathbf{97.6\%}$ asset utilization rate in 2023, showcasing minimal downtime and high operational efficiency.
• Logistics Optimization: The company manages a fleet of approximately $\mathbf{2,100}$ rail cars in active service (2023 data) and offers fleet services, which optimizes the physical delivery of product over long distances.

Here's the quick math: fixed fees from capacity reservations drive cash flow, so operational excellence is about keeping those facilities running defintely smoothly.

USD Partners LP's Strategic Advantages

The company's market success is rooted in its infrastructure's strategic positioning and its disciplined approach to contract structure, which translates directly into financial stability for investors. You can read more about this in Breaking Down USD Partners LP (USDP) Financial Health: Key Insights for Investors.

• Contractual Stability: The reliance on long-term, take-or-pay contracts provides revenue predictability, a significant advantage in the cyclical energy sector. This structure minimizes volume risk.
• Strategic Geographic Positioning: Assets are located in key North American energy hubs, such as the Hardisty Terminal in Alberta, Canada, which is a crucial gateway for heavy crude oil.
• High Barriers to Entry: Building and permitting new, large-scale rail terminals and interconnected logistics infrastructure is capital-intensive and time-consuming, creating a strong competitive moat.
• Low-Cost Access: By using rail transport, the company provides customers with flexible access to various demand centers on a relatively low fixed-cost basis compared to some other transportation modes.

To be fair, while the current market capitalization is small at $\mathbf{243.18\ K}$ USD as of November 2025, the underlying value is in the long-term contracts and the physical, irreplaceable nature of the midstream assets. The company reported a 2024 fiscal year revenue of $\mathbf{35.83\ M}$ USD, demonstrating that the operational framework continues to generate significant top-line volume despite a net loss of $\mathbf{-52.34\ M}$ USD for the same period.

USD Partners LP (USDP) How It Makes Money

USD Partners LP, as of November 2025, has effectively ceased its core operating business and is in the process of winding down and dissolving. The company historically made money by charging fixed fees for the use of its energy logistics assets, primarily through multi-year, take-or-pay contracts (minimum volume commitments) with major oil companies and refiners, but that model is now defunct following the sale of its final operating asset.

You're looking at a company that was a fee-based Master Limited Partnership (MLP), but the story now is one of liquidation, not operation. The sale of the Hardisty Rail Terminal in April 2025, which was the last remaining operating asset, means the traditional revenue engine is off.

Given Company's Revenue Breakdown (Historical Model)

To understand the former business model, you have to look at the revenue breakdown just before the 2025 liquidation. The company's revenue streams were highly concentrated in its core midstream infrastructure, which is typical for an MLP. The table below reflects the historical model that drove the $71.79 million in revenue over the last twelve months ending October 2025, a period that includes the final months of operation.

Here's the quick math on the historical model: Terminalling Services, which included railcar loading and storage, was the dominant segment, anchored by the Hardisty terminal. Fleet Services, which involved leasing railcars, was the smaller, complementary stream. Both streams are now essentially at 0% of total operating revenue, as the company is liquidating.

Business Economics

The economic fundamentals of USD Partners LP were built on stability and minimal commodity price risk, but the current economics are all about debt resolution. The core business model was designed to produce stable cash flow through long-term, fixed-fee contracts. That's the theory for an MLP. The reality, however, was a debt load too large for the cash flow to sustain. Breaking Down USD Partners LP (USDP) Financial Health: Key Insights for Investors

• Fee-Based Contracts: Revenue was nearly all generated from minimum volume commitment contracts, known as take-or-pay agreements. This meant customers paid a fixed fee for capacity whether they used it or not, insulating the company from short-term volume fluctuations.
• Contracted Revenue: Even as of December 31, 2024, the company had allocated $22.117 million in contracted minimum commitment revenue to the 2025 fiscal year for Terminalling Services, though much of this was captured in the final asset sale.
• High Operating Leverage: Midstream assets like terminals have high fixed costs, so every dollar of revenue above the maintenance cost dropped straight to the bottom line, which is great when utilization is high.
• Liquidation Event: The current economic reality is driven by the April 2025 sale of the Hardisty Rail Terminal, which was forced by lenders under a forbearance agreement to address the debt. The company's future value is now tied to the net proceeds of the liquidation after settling its liabilities.

Given Company's Financial Performance

The financial performance for the last available twelve months (LTM) ending October 2025 tells the story of a highly stressed capital structure leading up to the liquidation. The numbers show the razor-thin margin that ultimately led to the asset sales.

• Total Revenue: The LTM revenue was $71.79 million, which includes the final months of operation before the April 2025 asset sale. [cite: 1, 5 in step 1]
• Net Profit: Net profit for the LTM was a mere $594,000, translating to a profit margin of less than 1%. This tiny profit highlights the financial pressure the company was under. [cite: 1, 5 in step 1]
• Debt vs. Cash: The most significant financial metric is the balance sheet. As of October 2025, the company held only $11.22 million in cash against a staggering $196.96 million in debt. That's a net debt position of over $185 million, which is defintely the main headwind. [cite: 1, 5 in step 1]
• Free Cash Flow (FCF): Despite the low profit, the company did generate $6.54 million in free cash flow over the LTM, indicating that the core operations were still cash-generative before the sales, but not enough to service the debt load. [cite: 1, 5 in step 1]

The key takeaway is that the company is no longer a going concern; it's a financial shell working through the final stages of its capital structure. Your action now is to monitor the wind-down disclosures.

USD Partners LP (USDP) Market Position & Future Outlook

You need to understand that USD Partners LP is not a growth story anymore; its future outlook is centered on winding down operations. The partnership sold its final operating asset, the Hardisty Rail Terminal, in April 2025, and is now moving toward a plan to wind down or dissolve the entity after addressing its remaining debt obligations. This is a liquidation scenario, not a strategic expansion.

The company's revenue for the fiscal year ended December 31, 2024, was $71.79 million, but with no operating assets left, that figure is defintely trending to zero. The market capitalization as of November 14, 2025, was approximately $254.29 thousand, which tells you everything you need to know about its current standing against industry giants. It's a micro-cap entity on the OTC market (OTC: USDP), far removed from its former NYSE listing.

Here's the quick math: the company's entire market value is less than one-third of a million dollars. That's a rounding error for a major midstream player.

Competitive Landscape

In the midstream sector (Master Limited Partnerships or MLPs), USD Partners LP's competitive position is now functionally zero, as it has no operating assets. Before the dissolution process, its advantage came from long-term, fee-based (take-or-pay) contracts in niche rail logistics, but that business is gone. For perspective, look at the scale of the true market leaders in the broader midstream space.

Opportunities & Challenges

For USD Partners LP, the traditional financial analyst's view of 'opportunities' and 'risks' is replaced by a focus on the final stages of a corporate wind-down. The challenge is execution; the opportunity is a slim chance of residual value for unitholders.

Industry Position

The company's industry standing as of November 2025 is that of a dissolving entity. It was delisted from the NYSE in December 2023 for failing to maintain the $15 million market capitalization standard and now trades over-the-counter (OTC).

The partnership's former position as a fee-based master limited partnership (MLP) with multi-year, take-or-pay contracts is now history. The midstream sector, meanwhile, has seen major players deleverage and increase distributions, benefiting from structural growth in natural gas, but USD Partners LP is not participating in that growth.

• Market Position: Effectively out of the midstream logistics business following the sale of its last operating asset in April 2025.
• Financial Health: The focus is on debt resolution and the termination of the revolving credit facility, which will determine the final outcome for the entity.
• Competitive Edge: Its former core advantage of specialized rail terminals is now liquidated, leaving no operational competitive edge.