0001209191-14-062519.txt : 20141008 0001209191-14-062519.hdr.sgml : 20141008 20141008181010 ACCESSION NUMBER: 0001209191-14-062519 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141008 FILED AS OF DATE: 20141008 DATE AS OF CHANGE: 20141008 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 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36674 FILM NUMBER: 141148815 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-C (USD IP), LP CENTRAL INDEX KEY: 0001621413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36674 FILM NUMBER: 141148817 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, LLC CENTRAL INDEX KEY: 0001621292 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36674 FILM NUMBER: 141148820 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: USD GROUP LLC CENTRAL INDEX KEY: 0001621019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36674 FILM NUMBER: 141148821 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36674 FILM NUMBER: 141148818 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: US DEVELOPMENT GROUP, LLC CENTRAL INDEX KEY: 0001621021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36674 FILM NUMBER: 141148816 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-A, LP CENTRAL INDEX KEY: 0001594547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36674 FILM NUMBER: 141148819 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-10-08 0 0001610682 USD Partners LP USDP 0001621019 USD GROUP LLC 811 MAIN STREET SUITE 2800 HOUSTON TX 77002 1 0 1 0 0001621292 ENERGY CAPITAL PARTNERS III, LLC 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS NJ 07078 1 0 1 0 0001594547 ENERGY CAPITAL PARTNERS III-A, LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS NJ 07078 1 0 1 0 0001621385 ENERGY CAPITAL PARTNERS III-B (USD IP), LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS NJ 07078 1 0 1 0 0001621413 ENERGY CAPITAL PARTNERS III-C (USD IP), LP 51 JOHN F. KENNEDY PARKWAY, SUITE 200 SHORT HILLS NJ 07078 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 COMMON UNITS (LIMITED PARTNER INTERESTS) 0 D SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) 0.00 COMMON UNITS 0 D This Form 3 is filed jointly by USD Group LLC ("USD Group"), US Development Group, LLC ("USD"), USD Holdings LLC ("US Holdings"), Energy Capital Partners III, LLC ("ECP"), 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-A and ECP-B, the "ECP Funds"), in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-198500) (the "Registration Statement"). USD Group is the direct holder of the limited partnership interests in the Issuer. USD is the parent company of USD Group and is the sole owner of the membership interests of USD Partners GP LLC, the Issuer's general partner (the "General Partner"). USD manages USD Group. ECP is the direct or indirect general partner of each of the ECP Funds and has voting and investment control over the securities owned by the ECP Funds. (Continued from footnote 1) USD Holdings and ECP Funds are members of USD and, with ECP, may be deemed to indirectly beneficially own the limited partnership interests beneficially owned by USD. As of the effectiveness of the Registration Statement, USD Group holds a 96.8% limited partnership interest in the Issuer. Certain executive officers and other key employees of our general partner and its affiliates who provide services to us hold a 1.2% limited partnership interest in the Issuer. The General Partner holds a 2% general partnership interest in the Issuer. As described in the Registration Statement, in connection with the closing of the initial public offering of the Issuer, USD Group will directly hold 1,363,545 common units and 10,463,545 subordinated units, representing a 54.4% limited partner interest in Issuer (assuming no exercise of underwriters option). If the underwriters' option is exercised in full, USD Group will directly hold 36,045 common units and 10,463,545 subordinated units, representing a 49.2% limited partner interest in Issuer. USD Holdings is a 45.5% member of USD, and may therefore be deemed to indirectly beneficially own 45.5% of the limited partnership interests held by USD Group. ECP and the ECP Funds collectively hold 49.2% of the membership interest in USD, and may therefore be deemed to indirectly beneficially own 49.2% of the limited partnership interests held by USD Group. Each subordinated unit will convert into one common unit at the end of the subordination period described in the Registration Statement. /s/ Chris Robbins, Chief Financial Officer, USD Group LLC 2014-10-08 /s/ Chris Robbins, Chief Financial Officer, US Development Group, LLC 2014-10-08 USD Holdings LLC; By: /s/ Michael R. Curry, Manager 2014-10-08 /s/ Christopher M. Leininger, Deputy General Counsel Energy Capital Partners III, LLC 2014-10-08 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: /s/ Christopher M. Leininger, Deputy General Counsel 2014-10-08 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: /s/ Christopher M. Leininger, Deputy General Counsel 2014-10-08 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: /s/ Christopher M. Leininger, Deputy General Counsel 2014-10-08