SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2020

Distribution to Partners

On January 28, 2021, the board of directors of USD Partners GP LLC, acting in its capacity as our general partner, declared a quarterly cash distribution payable of $0.111 per unit, or $0.444 per unit on an annualized basis, for the three months ended December 31, 2020. Consistent with the distribution declared in the prior quarters, the distribution represents a decrease of $0.259, or 70% below the distribution with respect to the fourth quarter of 2019. We paid the distribution on February 19, 2021, to unitholders of record at the close of business on February 10, 2021. We paid $1.7 million to our public common unitholders, $1.3 million to USDG as the holder of our common units and $51 thousand to USD Partners GP LLC for its general partner interest.

Long-term Incentive Plan

In February 2021, awards of 570,715 Phantom Units vested. The following table provides details of these vested awards:


	Phantom Units Vested	Common Units Issued (1)	Cash Paid (2) (in thousands)
U.S. domiciled directors and independent consultants	40,065	40,065	$	—
U.S. domiciled employee	517,514	339,661	—
Canadian domiciled directors and independent consultants	13,136	—	63
	570,715	379,726	$	63

(1) Upon vesting, one common unit is issued for each equity classified Phantom Unit that vests. Employees have the option of using a portion of their vested Phantom Units to satisfy any tax liability resulting from the vesting and as a result, the actual number of common units issued may be less than the number of Phantom Units that vest.

(2) Each Liability-classified Phantom Unit that vests is redeemed in cash for an amount equivalent to the closing market price of one of our common units on the vesting date, which was $4.82.

Additionally, in February 2021, the board of directors of USD Partners GP LLC, acting in its capacity as our general partner approved the grant of 667,333 Phantom Units to directors and employees of our general partner and its affiliates under the A/R LTIP. The Phantom Units are subject to all of the terms and conditions of the Award Agreements. Following the February 2021 Phantom Unit award activity, we have 499,583 Phantom Units available for grant pursuant to the A/R LTIP. Phantom unit awards generally represent rights to receive our common units or, with respect to awards granted to individuals domiciled in Canada, cash equal to the fair value of our common units upon vesting. The Award Agreements granted to employees of our general partner generally vest in four equal annual installments. Awards to independent directors of the board of our general partner vest over a one year period following the grant date.

Revolving Credit Facility Activity

Subsequent to December 31, 2020, we repaid $5.0 million under the terms of our existing $385 million Revolving Credit Facility. Our borrowings under the Revolving Credit Facility bear interest at either a base rate plus an applicable margin ranging from 1.00% to 2.00%, or at LIBOR or a comparable or successor rate plus an applicable margin ranging from 2.00% to 3.00%. The Credit Agreement provides for borrowings of up to $385 million, expandable to $500 million, with lender consent, and expires on November 2, 2022. As of March 2, 2021, we had amounts outstanding of $192.0 million under the Revolving Credit Facility and $193.0 million available for borrowings under the Revolving Credit Facility based on capacity that is subject to certain covenants. Refer to Note 10. De bt for more information.