UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 29, 2020
Enviva Partners, LP
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37363 | | 46-4097730 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
7200 Wisconsin Ave, Suite 1000
Bethesda, MD | | 20814 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (301) 657-5660
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Units | EVA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Purchase Agreement
On June 29, 2020, Enviva Partners, LP (the “Partnership”) and its wholly owned subsidiary, Enviva Partners Finance Corp. (together with the Partnership, the “Issuers”), entered into a purchase agreement (the “Purchase Agreement”) by and among the Issuers, the subsidiary guarantors party thereto and Barclays Capital Inc., as representative of the initial purchasers listed in Schedule 1 thereto (collectively, the “Initial Purchasers”), pursuant to which the Issuers agreed to issue and sell to the Initial Purchasers $150,000,000 in aggregate principal amount of the Issuers’ 6.500% senior unsecured notes due 2026 (the “Additional Notes”) at an offering price of 103.75% of the principal amount, which implies an effective yield to maturity of approximately 5.7%. The Additional Notes will be issued as additional notes under the indenture dated December 9, 2019, entered into among the Issuers, the Guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the “Indenture”), pursuant to which the Issuers issued $600.0 million in aggregate principal amount of 6.500% senior unsecured notes due 2026 in December 2019 (the “Initial Notes” and, together with the Additional Notes, the “Notes”). The Additional Notes will have identical terms, other than the issue date and issue price, as the Initial Notes, and the Notes will be treated as a single class of securities under the Indenture. The closing of the issuance and sale of the Additional Notes is expected to occur on or about July 15, 2020, subject to customary closing conditions.
The Additional Notes will be guaranteed (the “Guarantees”) jointly and severally initially on a senior unsecured basis by the Partnership’s existing subsidiaries (excluding Enviva Partners Finance Corp.) that guarantee its senior secured revolving credit facility, and may be guaranteed by certain future restricted subsidiaries (collectively, the “Guarantors”).
The Partnership expects it will receive net proceeds of approximately $152.9 million from the offering after deducting the Initial Purchasers’ discounts and commissions and its estimated offering expenses. The Partnership intends to use the net proceeds of the offering to fund a portion of the cash consideration for the acquisitions of the limited liability company interests in Georgia Biomass Holding, LLC and the interests owned by Enviva Development Holdings, LLC in Enviva Pellets Greenwood Holdings II, LLC, to repay borrowings under its senior secured revolving credit facility and for general partnership purposes.
The Additional Notes will be issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereunder. The Initial Purchasers intend to resell the Additional Notes only (i) inside the United States to “qualified institutional buyers,” as defined in Rule 144A (“Rule 144A”) under the Securities Act, in private sales exempt from registration under the Securities Act in accordance with Rule 144A and (ii) to other eligible purchasers outside the United States pursuant to offers and sales within the meaning of and in accordance with Regulation S under the Securities Act. The Additional Notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The Purchase Agreement contains customary representations, warranties and covenants by the Issuers and the Guarantors and includes the terms and conditions for the sale of the Additional Notes, indemnification (including indemnification for liabilities under the Securities Act) and contribution obligations, and other terms and conditions customary in agreements of this type.
Certain of the Initial Purchasers or their affiliates perform, have performed and may in the future perform commercial and investment banking and advisory services for the Issuers from time to time for which they would receive and have received customary compensation. In particular, affiliates of certain of the Initial Purchasers are lenders under the Partnership’s revolving credit facility and therefore may receive their pro rata share of any proceeds from the sale of the Additional Notes that are used to repay borrowings under the Partnership’s revolving credit facility. The Initial Purchasers may, from time to time, engage in transactions with and perform services for the Partnership in the ordinary course of their business, for which they will receive fees and expenses.
In addition, the Issuers and the Guarantors have agreed with the Initial Purchasers not to offer or sell any debt securities issued or guaranteed by the Issuers or any of the Guarantors and having a tenor of more than one year for a period of 90 days after the date of the Purchase Agreement without the prior consent of Barclays Capital Inc.
The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 concerning the Purchase Agreement is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On June 29, 2020, the Partnership issued a press release announcing its pricing of the Additional Notes. A copy of the press release is filed as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Additional Notes or Guarantees in any state in which the offer, solicitation or sale of such securities would be unlawful prior to the registration or qualification thereof under the securities laws of any such state.
The information in Item 7.01 of this Current Report, including Exhibit 99.1, is being “furnished” and shall not be deemed to be “filed” by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits.
Exhibit
Number | | Description |
| 10.1 | | Purchase Agreement, dated as of June 29, 2020, by and among Enviva Partners, LP, Enviva Partners Finance Corp., the subsidiary guarantors party thereto and Barclays Capital Inc., as representative of the initial purchasers named therein. |
| 99.1 | | Press release titled “Enviva Partners, LP Announces Pricing of $150 Million Tack-On Offering of 6.5% Senior Notes Due 2026,” dated June 29, 2020. |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ENVIVA PARTNERS, LP |
| |
| | By: | Enviva Partners GP, LLC, as its sole general partner |
| Date: June 29, 2020 |
| | By: | /s/ Jason E. Paral |
| | Name: | Jason E. Paral |
| | Title: | Vice President, Associate General Counsel,
Chief Compliance Officer and Secretary |
