The deal is sourced from USD Partners' own 8-K press release exhibit, filed March 28, 2022, announcing the related-party drop-down and IDR simplification transaction. Because the Sponsor was a related party to the Partnership, the deal was negotiated through a Conflicts Committee of independent directors, a standard governance mechanism for MLP sponsor transactions.
Tudor, Pickering, Holt & Co., Perella Weinberg Partners' energy-focused affiliate, served as financial advisor to the Sponsor (USD Group LLC), per the release: "The Sponsor engaged Tudor, Pickering, Holt & Co. as its financial advisor and Gibson, Dunn & Crutcher LLP as its legal advisor." On the other side, the Conflicts Committee engaged Jefferies LLC as its financial advisor.
Sidley Austin LLP served as legal advisor to the Conflicts Committee, and Gibson, Dunn & Crutcher LLP served as legal advisor to the Sponsor.
The $75 million cash component is explicitly stated, alongside approximately 5.75 million common units issued as additional consideration; the cash portion was expected to be funded with borrowings under the Partnership's $275 million senior secured credit facility. The release described the transaction as expected to provide double-digit accretion to the Partnership's Distributable Cash Flow per Unit in 2023.
Not disclosed in the reviewed excerpt: the implied dollar value of the 5.75 million common units (and therefore total aggregate consideration), the expected closing date, and whether unitholder approval (beyond Conflicts Committee approval) was required to complete the transaction.