0000945621-16-000463.txt : 20160212 0000945621-16-000463.hdr.sgml : 20160212 20160212144456 ACCESSION NUMBER: 0000945621-16-000463 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Enviva Partners, LP CENTRAL INDEX KEY: 0001592057 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 464097730 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88876 FILM NUMBER: 161417941 BUSINESS ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (301) 657-5560 MAIL ADDRESS: STREET 1: 7200 WISCONSIN AVE STREET 2: SUITE 1000 CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FS Global Credit Opportunities Fund CENTRAL INDEX KEY: 0001568194 IRS NUMBER: 461882356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 SC 13G 1 fsgcof13g12312015.htm SCHEDULE 13G


CUSIP 29414J107
  
Page 1 of 10 Pages

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
 

Enviva Partners, LP
(Name of Issuer)
 
Common units representing limited partner interests
(Title of Class of Securities)
 
29414J107
(CUSIP Number)
 
December 31, 2015
 (Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 X
  Rule 13d-1(b)
   
 
  Rule 13d-1(c)
   
 
  Rule 13d-1(d)

 

 

 

CUSIP 29414J107
  
Page 2 of 10 Pages


1
NAMES OF REPORTING PERSONS
 
 
FS Global Credit Opportunities Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
703,610
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
703,610
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
703,610
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5%(1)
12
TYPE OF REPORTING PERSON
 
IV

(1) Based on 12,850,095 common units outstanding as of December 22, 2015.



CUSIP 29414J107
  
Page 3 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
FS Global Advisor, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
703,610
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
703,610
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
703,610
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5%(1)
12
TYPE OF REPORTING PERSON
 
IA
 
(1) Based on 12,850,095 common units outstanding as of December 22, 2015.
 

 
CUSIP 29414J107
  
Page 4 of 10 Pages

 

 
1
NAMES OF REPORTING PERSONS
 
Michael C. Forman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [ ]
(b) [ ]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
703,610
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
703,610
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
703,610
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5%(1)
12
TYPE OF REPORTING PERSON
 
HC
 
(1) Based on 12,850,095 common units outstanding as of December 22, 2015.

CUSIP 29414J107
  
Page 5 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
David J. Adelman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) [ ]
(b) [ ]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
703,610
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
703,610
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
703,610
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5%(1)
12
TYPE OF REPORTING PERSON
 
HC
 
(1) Based on 12,850,095 common units outstanding as of December 22, 2015.


 
CUSIP 29414J107
  
Page 6 of 10 Pages

 
 
Item 1. (a)
Name of Issuer:
 
  Enviva Partners, LP
   
(b)
Address of Issuer's Principal Executive Offices:
 
   
7200 Wisconsin Avenue, Suite 1000
Bethesda, MD 20814
   
Item 2.
 (a) Name of Person Filing:
 
 
This Schedule 13G is being filed jointly by: (i) FS Global Credit Opportunities Fund, a Delaware statutory trust; (ii) FS Global Advisor, LLC, a Delaware limited liability company, which serves as the investment adviser to FS Global Credit Opportunities Fund; (iii) Michael C. Forman, a United States citizen ("Mr. Forman"), who is a control person of FS Global Advisor, LLC; and (iv) David J. Adelman, a United States citizen ("Mr. Adelman"), who is a control person of FS Global Advisor, LLC (collectively, the "Reporting Persons").
     
  The filing of this Schedule 13G should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended (the "Act"), the beneficial owner of the common units representing limited partner interests reported herein.
     
  (b)
Address of Principal Business Office or, if None, Residence:
 
 
The principal business address of each Reporting Person is 201 Rouse Boulevard, Philadelphia, PA 19112.
     
  (c)
Citzenship:
 
 
FS Global Credit Opportunities Fund is a Delaware statutory trust, FS Global Advisor, LLC is a Delaware limited liability company and Messrs. Forman and Adelman are United States citizens.
     
  (d)
Title of Class of Securities:
 
 
Common units representing limited partner interests
     
  (e)
CUSIP Number:
 
  29414J107
 
Item 3.
If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)
☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)
☒
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
☒
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
(f)
☐
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
(g)
☒
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
(h)
☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
☐
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k)
☐
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
 
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
 


CUSIP 29414J107
  
Page 7 of 10 Pages


Item 4.
Ownership:
 
   
(a)
Amount beneficially owned:  See item 9 of each cover page.
 
  
   
(b)
Percent of class:  See Item 11 of each cover page.
 
  
  (c)
Number of shares as to which the person has:
 
       
(i)   Sole power to vote or to direct the vote:
 
       See Item 5 of each cover page.
 
  
       
(ii)  Shared power to vote or to direct the vote:
 
 See Item 6 of each cover page.
 
  
       
(iii)  Sole power to dispose or to direct the disposition of:
 
See Item 7 of each cover page.
 
  
       
(iv)  Shared power to dispose or to direct the disposition of:
 
        See Item 8 of each cover page.
 
  
Item 5.
Ownership of Five Percent or Less of a Class:
 
Not Applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
See Exhibit 99.2.
 
Item 8.
Identification and Classification of Members of the Group:
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group:
 
Not Applicable.




CUSIP 29414J107
  
Page 8 of 10 Pages

Item 10.
Certification:
 
Each of the Reporting Persons hereby makes the following certification:
         
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
   
 
SIGNATURE
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: February 12, 2016
 

 
    FS Global Credit Opportunities Fund  
       
  By:    /s/ Michael C. Forman  
    Name:  Michael C. Forman  
    Title:    Chief Executive Officer  
       
    FS Global Advisor, LLC  
       
  By: /s/ Michael C. Forman  
    Name:  Michael C. Forman  
    Title:     Chief Executive Officer  
       
    /s/ Michael C. Forman  
    Michael C. Forman   
       
    /s/ David J. Adelman  
    David J. Adelman  


 
CUSIP 29414J107
  
Page 9 of 10 Pages

 
Exhibit 99.1
 

 
JOINT FILING AGREEMENT
 
Each of the undersigned, pursuant to Rule 13d-1(k)(l)(iii) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13G needs be filed with respect to the common units representing limited partner interests of Enviva Partners, LP, and that the Schedule 13G to which this Joint Filing Agreement is appended as Exhibit 99.1 is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.
 
Dated:  February 12, 2016
 
  FS Global Credit Opportunities Fund  
       
  By:  /s/ Michael C. Forman  
    Name: Michael C. Forman  
    Title:   Chief Executive Officer  
       
    FS Global Advisor, LLC  
       
  By: /s/ Michael C. Forman  
    Name: Michael C. Forman  
    Title:   Chief Executive Officer  
       
    /s/ Michael C. Forman  
    Michael C. Forman  
       
    /s/ David J. Adelman  
    David J. Adelman
 

CUSIP 29414J107
  
Page 10 of 10 Pages
 
 
Exhibit 99.2
 
ITEM 7 INFORMATION
 
Michael C. Forman is Chief Executive Officer and a Manager of FS Global Advisor, LLC, an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (“FS Global Advisor”).  David J. Adelman is a Manager of FS Global Advisor.  Each of Messrs. Forman and Adelman also indirectly owns a controlling interest in FS Global Advisor.  As a result of the foregoing, each of Messrs. Forman and Adelman are control persons of FS Global Advisor.