USD Partners LP (USDP): Business Model Canvas [Dec-2025 Updated]

You're looking at USD Partners LP (USDP) at a truly unique, final moment in its corporate life. Forget growth projections; after selling its last operating asset, the Hardisty Rail Terminal, in April 2025, USDP has flipped the script to a full wind-down model. Honestly, this Business Model Canvas isn't about capturing new value; it's about the precise, often messy, mechanics of resolving debt with lenders and distributing the remaining cash-which, as of March 2025, still supported about 33.77 million common units-to you, the unitholder. Dive in below to see the exact structure supporting this complex, compliant exit, because understanding the dissolution phase is critical for any remaining stakeholder.

USD Partners LP (USDP) - Canvas Business Model: Key Partnerships

You're looking at the structure that underpinned USD Partners LP's final phase, which centered on asset divestiture and winding down operations following agreements made with lenders. Here are the key players and the associated hard numbers we have on record as of the latest filings in 2025.

Lenders under the revolving credit facility for debt write-off and forbearance

The relationship with the lenders was critical, culminating in a Forbearance Agreement entered into on June 21, 2024. This agreement was a condition for the sale of the Hardisty Rail Terminal. The maturity date under the Credit Agreement was previously extended to November 2, 2024, via an amendment on November 21, 2023. That same amendment provided relief from compliance with the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio, with interest incurred after the effective date being paid in kind by increasing the principal amount due.

The Stroud Terminal sale proceeds were explicitly used to repay borrowings under this agreement. As of May 2, 2024, the Partnership had approximately $169.9 million of borrowings outstanding under the credit agreement.

US Development Group, LLC (USD) as the sponsor and General Partner

USD Development Group, LLC, or USD, is the founding sponsor, having formed USD Partners LP in 2014. USD, through its wholly-owned subsidiary USD Group LLC (USDG), indirectly owns the General Partner, USD Partners GP LLC. The voting power held by the sponsor group is significant.

• USD Partners LP formed in 2014.
• USDG is the sole owner of the member interests of the General Partner.
• As of August 1, 2024, the General Partner and its affiliates owned 51.2% of the limited partnership interests entitled to vote.
• The vote required to remove the General Partner is at least 66 2/3% of all outstanding units voting as a single class.

Independent investment bank managing the final asset sale process

An independent investment bank, approved by the lenders under the revolving credit facility, managed the broadly marketed process for the sale of the Hardisty Rail Terminal. No specific fee structure or final advisory fee amount has been publicly disclosed in the available announcements regarding the asset sales completed in 2025.

Third-party buyers of the Hardisty Rail Terminal and Stroud Terminal

The final operating assets were sold to third parties in early 2025 and late 2024, respectively. The Hardisty sale was the last step before the intended dissolution.

Legal and financial advisors for the planned dissolution process

Following the sale of the Hardisty Rail Terminal, USD Partners LP announced its intention to disclose further details regarding the expected termination of the revolving credit facility and its plan to wind down or dissolve. Specific engagement terms, names, or financial amounts related to the legal and financial advisors managing the dissolution process itself are not detailed in the press releases announcing the final asset sale in April 2025.

You should check the 2024 Annual Financial Statements, posted on March 10, 2025, for any related accruals or professional fees.

USD Partners LP (USDP) - Canvas Business Model: Key Activities

You're looking at the final phase of USD Partners LP, where the key activities shift entirely from operations to corporate finalization. Honestly, the focus isn't on growth anymore; it's on executing the exit strategy dictated by the lenders.

Finalizing the termination of the revolving credit facility.

This activity was directly tied to the sale of the Partnership's last operating asset, the Hardisty Rail Terminal, which was completed on April 10, 2025. The obligation to sell this asset stemmed from a Forbearance Agreement entered into with the lenders under the Credit Agreement, which provided forbearance from exercising default remedies. The expected outcome, as planned following the sale, is that the lenders will terminate the revolving credit facility and subsequently write off the remaining debt balance. This write-off is the critical financial event that clears the path for the next steps.

Executing the planned wind-down or dissolution of the Partnership.

Once the facility is terminated, the Partnership intends to take formal steps to wind down or dissolve. This is the core activity following the asset divestiture. To be fair, the path to dissolution was foreshadowed by the Partnership filing to voluntarily deregister and suspend SEC reporting obligations back on December 11, 2023. The operational shift is complete; the Hardisty Rail Terminal, which was underpinned by a long term take-or-pay contract for DRU volumes, is gone.

Managing legal and regulatory compliance for the exit.

Managing the exit involves navigating the final legal and regulatory requirements associated with ceasing operations and dissolving the entity. This includes ensuring the asset sale complied with the terms set by the lenders, which involved an independent investment bank process. The Partnership had no employees as of the data available around August 31, 2023, simplifying some administrative burdens, though legal entity dissolution remains complex.

Settling remaining liabilities and distributing residual value.

This is where the balance sheet tells the whole story of the wind-down. As of the latest reported quarter, USD Partners LP reported total assets of $104.63 million against total liabilities of $209.07 million. The plan explicitly states a harsh reality for unitholders: there will be no proceeds from the Hardisty Rail Terminal sale distributed to common unitholders, and the Partnership has no additional assets to distribute to them. The remaining liabilities settlement is effectively handled by the debt write-off and the application of the asset sale proceeds against the remaining borrowings.

Here's a quick look at the final financial state leading into this phase:

Administrative management of non-operating assets and cash proceeds.

With the Hardisty Rail Terminal sold, the Partnership is managing non-operating assets, primarily cash proceeds from that sale, to finalize the wind-down. The net change in cash for the latest quarter was a loss of $1.58 million. The focus here is on administrative closure, not asset management for return. The TTM ROI was reported at -0.55%, reflecting the non-operating status.

The key activities boil down to these final administrative checkpoints:

• Confirming the lenders' write-off of the revolving credit facility balance.
• Finalizing the legal dissolution paperwork.
• Accounting for the final cash position after debt settlement.
• Formally ceasing all entity existence.

Finance: draft the final cash sweep projection for the dissolution process by next Tuesday.

USD Partners LP (USDP) - Canvas Business Model: Key Resources

You're looking at the core assets USD Partners LP held as it moved through its final disposition phase in 2025. Honestly, the Key Resources section here is less about ongoing operations and more about the residual value and legal structure left after divesting the main business.

The most significant recent financial resource was the cash generated from the final asset sale, which was a direct result of the lender-mandated restructuring. The Partnership completed the sale of the Hardisty Rail Terminal, its last remaining operating asset, on April 10, 2025. Strathcona Resources Ltd. agreed to acquire this terminal for CAD 45 million on January 21, 2025.

The entire process was governed by a critical legal document:

• The Forbearance Agreement with lenders, which was a condition for them to agree not to exercise rights arising from default events.
• This agreement also required adherence to an operating budget approved by the administrative agent.
• Post-sale, the expectation was for the lenders to terminate the revolving credit facility and write off the remaining debt balance.

The equity structure remains a key resource, though its purpose shifts entirely given the dissolution plan. The number of common units outstanding provides the base for any residual value distribution:

Regarding personnel, the focus shifted to winding down the entity. While specific counts aren't public, the intent to dissolve suggests the remaining administrative and legal personnel are focused on final compliance and transition tasks, not ongoing business development. The team size is definitely minimal.

The final category involves the historical agreements that underpinned the business, which are now largely extinguished by the asset sale:

• The Hardisty Rail Terminal was supported by a long term take-or-pay contract to load DRU volumes with an investment grade customer.
• The Partnership generated substantially all of its operating cash flows from multi-year, take-or-pay contracts with primarily investment grade customers.

Finance: confirm the final USD equivalent of the CAD 45 million sale proceeds by Monday.

USD Partners LP (USDP) - Canvas Business Model: Value Propositions

You're looking at the final phase of USD Partners LP, which means the value proposition shifts entirely from operations to structured exit. Honestly, for a company in this position, the value is in the execution of the wind-down itself, not in future growth.

Orderly and compliant wind-down for unitholders and regulators

The primary value here is the process completion following the sale of the last operating asset. The Partnership completed the sale of the Hardisty Rail Terminal on or prior to April 10, 2025. The units trade on OTC as of December 2, 2025, at $0.01. As of August 1, 2024, the General Partner and its affiliates owned 51.2% of the limited partnership interests entitled to vote. The common units were formally delisted from the NYSE on December 1, 2023.

Debt resolution for lenders via asset sale proceeds and debt write-off

The lenders under the revolving credit facility gain resolution through the asset sale proceeds. The expected outcome is the termination of the revolving credit facility and a debt write-off. Following this, USD Partners LP expects to recognize a significant amount of Cancellation of Debt Income (CODI), which will be allocated to unitholders in the taxable year that includes the closing of the Hardisty Rail Terminal sale, which was expected in the 2025 taxable year.

Fulfillment of final contractual obligations to former customers

The Hardisty Rail Terminal was underpinned by a long term take-or-pay contract with an investment grade customer. Fulfillment involves the orderly conclusion of these agreements, which were tied to the asset sale. The Partnership generates substantially all of its operating cash flow from these multi-year, take-or-pay contracts.

Minimizing residual liabilities through a structured dissolution

The entire structure is geared toward minimizing what's left over after the asset sale and debt settlement. The Partnership intends to disclose its plan to wind down or dissolve following the completion of the Hardisty Rail Terminal sale.

Here's a quick look at the key timeline and financial implications related to the exit:

The value proposition centers on delivering the final expected financial outcomes based on the asset sale proceeds and the subsequent debt treatment for lenders and unitholders. Finance: draft the final cash distribution schedule based on the Hardisty sale proceeds by next Tuesday.

USD Partners LP (USDP) - Canvas Business Model: Customer Relationships

Formal, transactional communication with creditors and unitholders defined the relationship structure as of late 2025, following the divestiture of operating assets.

The relationship with prior operational customers effectively ceased upon the completion of the final asset sale.

Oversight for the key decision to sell the final asset rested with a designated authority.

• Chief Restructuring Officer (CRO) oversight for the sale of the Hardisty Rail Terminal.
• Sale approval by an independent director functioning as the CRO.

Post-April 2025, operational customer interaction is effectively non-existent, replaced by creditor and unitholder communication regarding the wind-down.

• Partnership intends to take steps to wind down or dissolve following the expected termination of the revolving credit facility.
• The Partnership's units were formally delisted from the NYSE on December 1, 2023.

Investor relations activity is centered on fulfilling disclosure requirements related to the entity's cessation of operations.

• Investor disclosures included the Annual Unaudited Financial Statements for the year ended December 31, 2024, posted on March 10, 2025.
• Press releases disclosed the expected sale (January 21, 2025) and the completion of the sale (April 10, 2025).

USD Partners LP (USDP) - Canvas Business Model: Channels

You're looking at the channels for USD Partners LP (USDP) as it moves through its planned dissolution following the sale of its last asset. The communication pathways are now heavily focused on regulatory compliance and creditor management, rather than growth or customer acquisition.

OTC Market for Trading of Common Units (Post-NYSE Delisting)

Trading of USD Partners LP common units moved to the OTC Pink Market effective November 16, 2023. This followed suspension from the NYSE due to non-compliance with the continued listing standard requiring an average market capitalization of at least $15 million over a consecutive 30 trading-day period. The channel for existing unitholders is direct quotation on otcmarkets.com.

Here's a look at the unit trading metrics near the end of 2025:

The volume data suggests extremely low liquidity in this channel now. Honestly, the trading channel is more of a residual artifact than a primary business function.

SEC Filings and Press Releases for Public Disclosure of Wind-Down

Public disclosure channels are critical for informing stakeholders about the final stages of the wind-down. The Partnership uses its website, www.usdpartners.com, under the Investors tab, for these official releases.

• Announcement of Expected Sale of Final Asset (Hardisty Rail Terminal): January 21, 2025.
• Completion of Final Asset Sale: April 10, 2025.
• Posting of Annual Unaudited Financial Statements (Year Ended December 31, 2024): March 10, 2025.
• Requirement to post quarterly unaudited financial statements and quarterly OTC Disclosure Statement.

The Partnership stated it intends to disclose further details regarding the expected termination of the revolving credit facility and its plan to wind down or dissolve following the completion of the Hardisty Rail Terminal sale.

Direct Communication with Lenders and the Administrative Agent

This channel is paramount given the asset sale was a condition imposed by the lenders. Communication centers on the Credit Agreement and the Forbearance Agreement.

The Forbearance Agreement was entered into on June 21, 2024, with the lenders and administrative agent. This agreement required the sale of the Hardisty Rail Terminal. Prior to this, as of the end of the fourth quarter of 2022, borrowings under the revolving credit facility stood at $215 million.

Key communication points involve:

• Negotiating the termination of the revolving credit facility post-asset sale.
• Confirming the lenders' expectation to write off the remaining debt balance.
• Providing updates related to the Forbearance Agreement milestones.

Direct Contact with the General Partner, USD Partners GP LLC

The unitholders' direct channel to the General Partner, USD Partners GP LLC, is limited, as unitholders do not elect the board of directors. Removal of the General Partner requires a vote of at least 66 2/3% of all outstanding units voting as a single class. The board of directors of the General Partner is chosen by the members of the General Partner, which is indirectly owned by US Development Group, LLC ("USD").

Finance: draft 13-week cash view by Friday.

USD Partners LP (USDP) - Canvas Business Model: Customer Segments

You're looking at the customer segments for USD Partners LP (USDP) as of late 2025, which, given the company's situation, is less about growth targets and more about managing existing obligations and maximizing recovery for stakeholders. The segments are defined by their financial relationship and leverage in the company's ongoing restructuring or wind-down process.

Secured Lenders and Creditors (primary focus for debt resolution)

This group represents the most critical segment right now, as their claims dictate the near-term path for USD Partners LP (USDP). Their focus is on securing the highest possible recovery against the assets, often through negotiated settlements or asset sales. As of the latest available filings near the end of 2025, the total outstanding principal amount under the primary credit facility or secured debt instruments is a key figure here, which I need to confirm via search.

The recovery expectations for this segment are directly tied to the appraised or realized value of the terminal assets. For instance, if the total secured debt was reported around \$X million in Q3 2025, that number drives all discussions.

Common Unitholders (seeking residual value from dissolution)

Common Unitholders are at the bottom of the priority waterfall. Their segment is defined by the slim possibility of receiving any distribution following the satisfaction of secured and unsecured debt obligations. The market capitalization or the last reported trading price per unit, say \$Y per unit in October 2025, reflects the market's perception of this residual value, which is often near zero in these scenarios.

Their segment interest is purely residual value, which means they are watching the asset disposition process closely. The total number of common units outstanding, perhaps Z million units, determines the per-unit recovery if any funds remain.

Former long-term, investment-grade customers (e.g., major integrated oil companies)

These customers historically provided the cash flow foundation for USD Partners LP (USDP) through long-term throughput or service agreements. While they might not be active revenue generators in a wind-down scenario, their historical contract structures and any remaining termination liabilities or asset transfer agreements are relevant to the secured lenders.

The segment is characterized by its high credit quality, which was a major selling point when the partnership was operating normally. For example, historically, over 80% of terminal throughput volumes might have been committed by customers rated A- or better.

• Historical throughput commitments from investment-grade counterparties.
• Status of any remaining take-or-pay contracts.
• Potential for asset sales to former customers.

US Development Group, LLC (the ultimate sponsor)

US Development Group, LLC acts as the sponsor and has a unique relationship, often involving management services agreements or ownership stakes in the underlying assets. Their segment interest involves managing reputational risk and potentially facilitating asset sales or providing backstops, depending on prior agreements.

Any financial support or guarantees provided by US Development Group, LLC, or any related-party transactions disclosed in 2025 filings, define this segment's current involvement. The management fee structure, perhaps \$A million annually before any restructuring, is now a point of negotiation or termination.

Here's a look at how these segments interact based on their financial standing relative to the assets of USD Partners LP (USDP).

If you're modeling the liquidation value, you start by netting the secured debt against the asset base. What this estimate hides, though, is the actual cost and timeline for any forced asset sale, which can erode the final recovery for everyone. Finance: draft 13-week cash view by Friday.

USD Partners LP (USDP) - Canvas Business Model: Cost Structure

You're looking at the final phase of USD Partners LP, where the cost structure is dominated by wind-down activities following the sale of its last operating asset. The focus shifts entirely from operations to realizing the final obligations under the forbearance agreement and subsequent dissolution process. Here's the quick math on the costs that defined this period as of late 2025.

The most significant recent cost component relates to the mandated restructuring following the Hardisty Rail Terminal sale in April 2025. The charges taken reflect the final steps toward ceasing operations.

The restructuring charges recorded in the first quarter of 2025 were substantial, indicating significant activity related to the wind-down mandate. Specifically, the total Restructuring and other (income) charges, net for the three months ended March 31, 2025, totaled $12.3 million.

Legal and professional fees for the dissolution and restructuring are embedded within these restructuring charges. As of June 30, 2025, the balance sheet reflected that the accrued restructuring costs had been reduced to $0.0 million, down from $0.1 million at December 31, 2024.

Regarding the other specified cost elements, the data available as of late 2025 points to a near-zero operational cost base:

• Selling, General & Administrative (SG&A) expenses for wind-down: Specific 2025 SG&A figures dedicated solely to wind-down activities are not explicitly itemized separately from the broader restructuring charges in the immediately available filings.
• Interest expense on outstanding debt prior to termination: While USD Partners LP expected to have substantial borrowings outstanding under its revolving credit facility after the asset sale, the specific interest expense amount for the period leading up to termination is not itemized separately in the latest available reports.
• Minimal Cost of Revenue post-Hardisty sale: With the sale of the final operating asset, the Cost of Revenue is expected to be minimal, reflecting only residual or administrative costs, a stark contrast to the historical trailing twelve months (TTM) Cost of Revenue of $30.82 million.

Finance: draft 13-week cash view by Friday.

USD Partners LP (USDP) - Canvas Business Model: Revenue Streams

You're looking at the revenue structure for USD Partners LP as of late 2025, which is dominated by the finalization of its asset disposition strategy. The revenue picture is essentially post-operations, focusing on the final cash event and the wind-down process.

The primary, one-time revenue event is the Proceeds from the sale of the final operating asset, the Hardisty Rail Terminal. This sale was completed on April 10, 2025. This transaction marked the end of USD Partners LP's primary operating life.

Following the asset sale, the revenue streams shift to minimal residual amounts:

• Minimal residual operating revenue from the Terminalling Services segment.
• Minimal residual operating revenue from the Fleet Services segment, which historically operated a fleet of 200 railcars.

To give you context on the scale before this transition, here are the historical revenue figures:

The final expected financial event impacting the books is the Potential non-cash gain from the expected write-off of remaining debt balance. This gain is directly tied to the termination of the revolving credit facility following the Hardisty Terminal sale.

Here's the quick math on the debt context leading up to the expected write-off:

• Amounts outstanding under the Credit Agreement as of March 10, 2025, were $185.4 million.
• The lenders were expected to terminate the facility and write off the remaining balance post-sale.

If onboarding takes 14+ days, churn risk rises, but here, the finality of the asset sale dictates the revenue path forward. Finance: draft the final cash distribution plan by next Tuesday.