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

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

 

 

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

 

1

 

 

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

 

2

 

 

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

 

3

 

 

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

 

4

 

 

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

 

5

 

 

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

 

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Item 1.                                 Security and Issuer

 

This statement on Schedule 13D relates to common units representing limited partner interests (the “Common Units”) in Enviva Partners, LP, a Delaware limited partnership (the “Issuer”). The Issuer’s principal executive offices are located at 7200 Wisconsin Avenue, Suite 1000, Bethesda, MD 20814.

 

Item 2.                                 Identity and Background

 

(a), (f) This Schedule 13D is being filed jointly by (i) Enviva Development Holdings, LLC, a Delaware limited liability company (“Development Holdings”), (ii) Enviva Holdings, LP, a Delaware limited partnership (“Enviva Holdings”), (iii) Enviva Holdings GP, LLC, a Delaware limited liability company (“Holdings GP”), (iv) R/C Wood Pellet Investment Partnership, L.P., a Delaware limited partnership (“R/C Partnership”), (v) Riverstone/Carlyle Renewable Energy Partners II, L.P., a Delaware limited partnership (“R/C Renewable Energy Partners”), and (vi) R/C Renewable Energy GP II, L.L.C., a Delaware limited liability company (“R/C Renewable Energy GP”). The entities filing this Schedule 13D are collectively referred to herein as the “Reporting Persons.”

 

(b) The principal business office for each of Development Holdings, Enviva Holdings and Holdings GP is: 7200 Wisconsin Avenue, Suite 1000, Bethesda, MD 20814.  The principal business office for each of R/C Partnership, R/C Renewable Energy Partners and R/C Renewable Energy GP is: 712 Fifth Avenue, 36th Floor, New York, NY 10019.

 

(c) Information with respect to the executive officers and directors, if any, of each of the Reporting Persons, including name, business address, present principal occupation or employment, the organization in which such employment is conducted and citizenship, is listed on the attached Schedule A, which is incorporated in this Schedule 13D by reference.

 

R/C Renewable Energy GP is managed by a six person investment committee. R/C Renewable Energy GP is the general partner of R/C Renewable Energy Partners, which is the general partner of R/C Partnership, which is the sole member of Holdings GP, which is the general partner of Enviva Holdings. Enviva Holdings owns a 100% limited liability company interest in each of (i) Enviva MLP Holdco, LLC, a Delaware limited liability company (“MLP Holdco”), which owns 405,138 Common Units and a 100% limited liability company interest in Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of the Issuer (the “General Partner”), and (ii) Development Holdings, which owns 942,023 Common Units. Enviva Holdings also indirectly owns 100% of the incentive distribution rights representing limited partner interests in the Issuer and 11,905,138 subordinated units representing limited partner interests in the Issuer.  R/C Renewable Energy GP exercises investment discretion and control over the Common Units indirectly held by Enviva Holdings through R/C Renewable Energy Partners and R/C Partnership.

 

R/C Renewable Energy GP’s principal business is serving as the general partner of R/C Renewable Energy Partners and various other affiliated entities. R/C Renewable Energy Partners’ principal business is serving as the general partner of R/C Partnership. R/C Partnership was formed to be the sole member of Holdings GP. Holdings GP’s principal business is serving as the general partner of Enviva Holdings. Enviva Holdings was formed to be the sole member of MLP Holdco, Development Holdings and various other affiliated entities. Development Holdings’ principal business is developing and building wood pellet production plants and export terminals.

 

(d)-(e) During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any executive officer or director of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.                                 Source and Amount of Funds or Other Consideration

 

Prior to the Issuer’s initial public offering (the “IPO”), MLP Holdco was the owner of a 100% limited partner interest in the Issuer. Immediately prior to the closing of the IPO, the Issuer recapitalized its limited partner interests and issued, among other things, 405,138 Common Units to MLP Holdco.

 

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On December 11, 2015, the Issuer and a subsidiary of Enviva Holdings entered into and consummated the transactions contemplated by a Contribution Agreement (the “Contribution Agreement”) with Enviva Wilmington Holdings, LLC, a Delaware limited liability company (the “Hancock JV”) that is a joint venture between Enviva Holdings, Hancock Natural Resource Group, Inc. and certain other affiliates of John Hancock Life Insurance Company.  Pursuant to the Contribution Agreement, the Hancock JV contributed to Enviva, LP, a Delaware limited partnership and a wholly owned subsidiary of the Issuer, all of the issued and outstanding limited liability company interests in Enviva Pellets Southampton, LLC, a Delaware limited liability company, for total consideration of $131 million, consisting of $116 million in cash and 942,023 Common Units.  As a result of these transactions, Development Holdings acquired 942,023 Common Units.

 

Item 4.                                 Purpose of Transaction

 

The acquisitions of Common Units by the Reporting Persons were undertaken for investment purposes.  MLP Holdco is the sole member of the General Partner and has the power to elect all of the members of the board of directors of the General Partner.

 

(a)         The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price of and other market conditions relating to the Common Units or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations, and other factors deemed relevant, may decide to increase or decrease the size of their investment in the Issuer.

 

(b)-(j)                 The Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j) inclusive of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect thereto.

 

Item 5.                                 Interest in Securities of the Issuer

 

(a)-(b)              The percent of class provided for each Reporting Person below is based on 12,850,095 Common Units outstanding as of December 22, 2015.

 

1.              Enviva Development Holdings, LLC

A.            Amount beneficially owned:  942,023

B.            Percent of class:  7.3%

C.            Number of units as to which the person has:

i.	Sole power to vote or to direct the vote: 0
ii.	Shared power to vote or to direct the vote: 942,023
iii.	Sole power to dispose or to direct the disposition of: 0
iv.	Shared power to dispose or to direct the disposition of: 942,023

 

2.              Enviva Holdings, LP

A.            Amount beneficially owned:  1,347,161

B.            Percent of class:  10.5%

C.            Number of units as to which the person has:

i.	Sole power to vote or to direct the vote: 0
ii.	Shared power to vote or to direct the vote: 1,347,161
iii.	Sole power to dispose or to direct the disposition of: 0
iv.	Shared power to dispose or to direct the disposition of: 1,347,161

 

3.              Enviva Holdings GP, LLC

A.            Amount beneficially owned:  1,347,161

B.            Percent of class:  10.5%

C.            Number of units as to which the person has:

i.	Sole power to vote or to direct the vote: 0
ii.	Shared power to vote or to direct the vote: 1,347,161
iii.	Sole power to dispose or to direct the disposition of: 0

 

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iv.	Shared power to dispose or to direct the disposition of: 1,347,161

 

4.              R/C Wood Pellet Investment Partnership, L.P.

A.            Amount beneficially owned:  1,347,161

B.            Percent of class:  10.5%

C.            Number of units as to which the person has:

i.	Sole power to vote or to direct the vote: 0
ii.	Shared power to vote or to direct the vote: 1,347,161
iii.	Sole power to dispose or to direct the disposition of: 0
iv.	Shared power to dispose or to direct the disposition of: 1,347,161

 

5.              Riverstone/Carlyle Renewable Energy Partners II, L.P.

A.            Amount beneficially owned:  1,347,161

B.            Percent of class:  10.5%

C.            Number of units as to which the person has:

i.	Sole power to vote or to direct the vote: 0
ii.	Shared power to vote or to direct the vote: 1,347,161
iii.	Sole power to dispose or to direct the disposition of: 0
iv.	Shared power to dispose or to direct the disposition of: 1,347,161

 

6.              R/C Wood Pellet Investment Partnership, L.P.

A.            Amount beneficially owned:  1,347,161

B.            Percent of class:  10.5%

C.            Number of units as to which the person has:

i.	Sole power to vote or to direct the vote: 0
ii.	Shared power to vote or to direct the vote: 1,347,161
iii.	Sole power to dispose or to direct the disposition of: 0
iv.	Shared power to dispose or to direct the disposition of: 1,347,161

 

Enviva Holdings owns a 100% limited liability company interest in Development Holdings.  R/C Renewable Energy GP is the general partner of R/C Renewable Energy Partners, which is the general partner of R/C Partnership, which is the sole member of Holdings GP, which is the general partner of Holdings.  R/C Renewable Energy GP exercises investment discretion and control over the Common Units indirectly held by Enviva Holdings through R/C Renewable Energy Partners and R/C Partnership. R/C Renewable Energy GP’s principal business is serving as the general partner of R/C Renewable Energy Partners.  The Reporting Persons other than Development Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly or indirectly by Development Holdings. The Reporting Persons other than Development Holdings and Enviva Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly or indirectly by Enviva Holdings.

 

R/C Renewable Energy GP is managed by a six person investment committee consisting of David Leuschen, Pierre F. Lapeyre, Jr., Michael B. Hoffman,      Ralph C. Alexander, Daniel A. D’Aniello and Edward J. Mathias.

 

(c)          None.

 

(d)         Not applicable.

 

(e)          Not applicable.

 

Item 6.                                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Joint Filing Agreement

 

On December 28, 2015, the Reporting Persons entered into a Joint Filing Agreement.  A copy of the Joint Filing Agreement is incorporated herein by reference to Exhibit 99.1 to the Schedule 13G/A filed by the Reporting Persons on December 28, 2015.

 

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Contribution Agreement

 

On December 11, 2015, the Issuer entered into and consummated the transactions contemplated by a Contribution Agreement (the “Contribution Agreement”) with Enviva Wilmington Holdings, LLC, a Delaware limited liability company (the “Hancock JV”) that is a joint venture between Enviva Holdings, Hancock Natural Resource Group, Inc. and certain other affiliates of John Hancock Life Insurance Company.  Pursuant to the Contribution Agreement, the Hancock JV contributed to Enviva, LP, a Delaware limited partnership and a wholly owned subsidiary of the Issuer, all of the issued and outstanding limited liability company interests in Enviva Pellets Southampton, LLC, a Delaware limited liability company, for total consideration of $131 million, consisting of $116 million in cash and 942,023 Common Units. As a result of these transactions, Development Holdings acquired 942,023 Common Units.

 

Partnership Agreement

 

Subject to the terms and conditions of the First Amended and Restated Agreement of Limited Partnership of the Issuer (the “Partnership Agreement”), the General Partner and its affiliates (including the Reporting Persons) have the right to cause the Issuer to register for resale under the Securities Act of 1933 and applicable state securities laws any units that they hold.  The Issuer is obligated to pay all expenses incidental to the registration, excluding underwriting discounts and commissions.  The Partnership Agreement additionally contains various provisions with respect to the Common Units and Subordinated Units governing, among other matters, distributions, transfers and allocations of profits and losses to the partners.

 

Pursuant to the Partnership Agreement, if at any time the General Partner and its affiliates own more than 80% of the then-issued and outstanding limited partner interests of any class, the General Partner will have the right, which it may assign in whole or in part to any of its affiliates or beneficial owners thereof or to us, to acquire all, but not less than all, of the limited partner interests of the class held by unaffiliated persons as of a record date to be selected by the General Partner, on at least 10, but not more than 60, days’ notice.

 

Registration Rights Agreement

 

On May 4, 2015, in connection with the IPO, the Issuer entered into a Registration Rights Agreement with MLP Holdco and Enviva Cottondale Acquisition I, LLC, a subsidiary of Enviva Holdings (“Acquisition I”).  On December 11, 2015, the Issuer entered into the First Amendment to Registration Rights Agreement (the “First Amendment”) with MLP Holdco, Acquisition I and Development Holdings. Pursuant to the Registration Rights Agreement, as amended by the First Amendment (the “Registration Rights Agreement”), the Issuer is required to file a registration statement to register the Common Units issued to MLP Holdco and Development Holdings, the subordinated units and the Common Units issuable upon the conversion of the subordinated units (collectively, the “Registrable Securities”) upon request of MLP Holdco, Development Holdings or Holders owning at least one million then-outstanding Registrable Securities. In addition, the Registration Rights Agreement gives MLP Holdco piggyback registration rights under certain circumstances. The Registration Rights Agreement also includes provisions dealing with holdback agreements, indemnification and contribution and allocation of expenses. These registration rights are transferable to affiliates and, in certain circumstances, to third parties.

 

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Item 7.         Material to Be Filed as Exhibits

 

Exhibit Number		Description of Exhibit
99.1		Joint Filing Agreement, dated December 28, 2015
99.2		Contribution Agreement by and between Enviva Wilmington Holdings, LLC and Enviva Partners, LP dated December 11, 2015 (incorporated by reference to the Issuer’s Current Report on Form 8-K (File No. 001-37363) filed with the Commission on December 17, 2015)
99.3		First Amended and Restated Agreement of Limited Partnership of Enviva Partners, LP, dated May 4, 2015, by Enviva Partners GP, LLC (incorporated by reference to the Issuer’s Current Report on Form 8-K (File No. 001-37363) filed with the Commission on May 4, 2015)
99.4		Registration Rights Agreement, dated May 4, 2015, by and among Enviva Partners, LP, Enviva MLP Holdco, LLC and Enviva Cottondale Acquisition I, LLC (incorporated by reference to the Issuer’s Current Report on Form 8-K (File No. 001-37363) filed with the Commission on May 4, 2015)
99.5		First Amendment to Registration Rights Agreement, dated December 11, 2015, by and among Enviva Partners, LP, Enviva MLP Holdco, LLC, Enviva Cottondale Acquisition I, LLC and Enviva Development Holdings, LLC

 

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SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Dated: December 28, 2015
	ENVIVA DEVELOPMENT HOLDINGS, LLC
	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	President, General Counsel and Secretary
	ENVIVA HOLDINGS, LP
	By Enviva Holdings GP, LLC, its general partner
	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	Executive Vice President, General Counsel and Secretary
	ENVIVA HOLDINGS GP, LLC
	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	Executive Vice President, General Counsel and Secretary
	R/C WOOD PELLET INVESTMENT PARTNERSHIP, L.P.
	By Riverstone/Carlyle Renewable Energy Partners II, L.P., its general partner
	By R/C Renewable Energy GP II, LLC, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person
	RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P.
	By R/C Renewable Energy GP II, LLC, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person

 

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	R/C RENEWABLE ENERGY GP II, LLC
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person

 

13

 

SCHEDULE A

 

The name and business address of each of the executive officers and directors of the Reporting Persons are set forth below. The present principal occupation or employment of each of the executive officer and directors of the Reporting Persons also set forth below.

 

R/C Renewable Energy GP II, L.L.C.

 

Investment Committee Members

 

Name		Present Principal Occupation or Employment		Business Address		Citizenship
David Leuschen		Founder and Senior Managing Director of Riverstone Holdings LLC		(1)		United States
Pierre F. Lapeyre, Jr.		Founder and Senior Managing Director of Riverstone Holdings LLC		(1)		United States
Michael B. Hoffman		Partner of Riverstone Holdings LLC		(1)		United States
Ralph C. Alexander		Partner of Riverstone Holdings LLC		(1)		United States
Daniel A. D’Aniello		Managing Director of The Carlyle Group		(2)		United States
Edward J. Mathias		Managing Director of The Carlyle Group		(2)		United States

 

Enviva Holdings GP, LLC

 

Directors

 

Name		Present Principal Occupation or Employment		Business Address		Citizenship
Michael B. Hoffman		Partner of Riverstone Holdings LLC		(1)		United States
Ralph C. Alexander		Partner of Riverstone Holdings LLC		(1)		United States
Robin J. A. Duggan		Managing Director of Riverstone Holdings LLC		(1)		United States
Carl L. Williams		Managing Director of Riverstone Holdings LLC		(1)		United States
John K. Keppler		President and Chief Executive Officer of Enviva Management Company, LLC		(3)		United States
James W. Lintott		Chairman of Sterling Foundation Management, LLC		(4)		United States
Steven M. Dauphin		Partner of Bonaventure Capital, LLC		(5)		United States
Stephen W. Modzelewski		Managing Member of Maple Engine, LLC		(6)		United States

 

Executive Officers

 

Name		Present Principal Occupation or Employment		Business Address		Citizenship
John K. Keppler		President and Chief Executive Officer of Enviva Management Company, LLC		(3)		United States
Thomas Meth		Executive Vice President, Sales and Marketing of Enviva Management Company, LLC		(3)		United States
Stephen F. Reeves		Executive Vice President and Chief Financial Officer of Enviva Management Company, LLC		(3)		United States
William H. Schmidt, Jr.		Executive Vice President, General Counsel and Secretary of Enviva Management Company, LLC		(3)		United States
James P. Geraghty		Vice President and Controller of Enviva Management Company, LLC		(3)		United States
Raymond J. Kaszuba III		Vice President and Treasurer of Enviva Management Company, LLC		(3)		United States
E. Royal Smith		Vice President, Operations of Enviva Management Company, LLC		(3)		United States

 

14

 

Enviva Development Holdings, LLC

 

Executive Officers

 

Name		Present Principal Occupation or Employment		Business Address		Citizenship
John K. Keppler		President and Chief Executive Officer of Enviva Management Company, LLC		(3)		United States
Thomas Meth		Executive Vice President, Sales and Marketing of Enviva Management Company, LLC		(3)		United States
Stephen F. Reeves		Executive Vice President and Chief Financial Officer of Enviva Management Company, LLC		(3)		United States
William H. Schmidt, Jr.		Executive Vice President, General Counsel and Secretary of Enviva Management Company, LLC		(3)		United States
James P. Geraghty		Vice President and Controller of Enviva Management Company, LLC		(3)		United States
Raymond J. Kaszuba III		Vice President and Treasurer of Enviva Management Company, LLC		(3)		United States
E. Royal Smith		Vice President, Operations of Enviva Management Company, LLC		(3)		United States

 

(1)         c/o Riverstone Holdings LLC, 712 Fifth Avenue, 36th Floor, New York, New York 10019.

 

(2)         c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 200 South, Washington, D.C. 20004.

 

(3)         7200 Wisconsin Avenue, Suite 1000, Bethesda, MD 20814.

 

(4)         Sterling Foundation Management, LLC, 12030 Sunrise Valley Drive, Suite 450, Reston, VA 20191

 

(5)   Bonaventure Capital, LLC, 820 Shades Creek Parkway, Suite 1200, Birmingham, AL 35209

 

(6)   Maple Engine, LLC, 1578 River Road, New Hope PA 18938

 

15

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that a single joint Schedule 13D and any amendments thereto may be filed on behalf of each of the undersigned with respect to the securities held by each of them in Enviva Partners, LP.  This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.

 

Dated: December 28, 2015

 

	ENVIVA DEVELOPMENT HOLDINGS, LLC
	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	Executive Vice President, General Counsel and Secretary
	ENVIVA HOLDINGS, LP
	By Enviva Holdings GP, LLC, its general partner
	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	Executive Vice President, General Counsel and Secretary
	ENVIVA HOLDINGS GP, LLC
	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	Executive Vice President, General Counsel and Secretary
	R/C WOOD PELLET INVESTMENT PARTNERSHIP, L.P.
	By Riverstone/Carlyle Renewable Energy Partners II, L.P., its general partner
	By R/C Renewable Energy GP II, LLC, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person

 

[Joint Filing Agreement]

 

 

	RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P.
	By R/C Renewable Energy GP II, LLC, its general partner
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person
	R/C RENEWABLE ENERGY GP II, LLC
	By:	/s/ Thomas J. Walker
	Name:	Thomas J. Walker
	Title:	Authorized Person

 

[Joint Filing Agreement]

 

Exhibit 99.5

 

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

 

This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of December 11, 2015 by and between Enviva Partners, LP, a Delaware limited partnership (the “Partnership”), Enviva MLP Holdco, LLC, a Delaware limited liability company, Enviva Cottondale Acquisition I, LLC, a Delaware limited liability company, and Enviva Developments Holdings, LLC, a Delaware limited liability company.

 

Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Registration Rights Agreement, entered into as of May 4, 2015 (the “Registration Rights Agreement”), by and between the Partnership, Enviva MLP Holdco, LLC and Enviva Cottondale Acquisition I, LLC (each a “Party,” and together, the “Parties”).

 

RECITALS:

 

WHEREAS, Section 3.11 of the Registration Rights Agreement provides that such agreement may be amended by the written agreement of the Partnership and the Holders of a majority of the then outstanding Registrable Securities; and

 

WHEREAS, pursuant to the foregoing authority, and in connection with the issuance of Common Units (as such term is defined in the First Amended and Restated Agreement of Limited Partnership of Enviva Partners, LP, dated as of May 4, 2015) pursuant to the Contribution Agreement, dated as of December 11, 2015, by and between Enviva Wilmington Holdings, LLC, a Delaware limited liability company, and the Partnership (the “Southampton Contribution Agreement”), the Parties desire to amend the Registration Rights Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:

 

Section 1.                                                     Amendments to Registration Rights Agreement

 

(a)                                 Amendments to Section 1.01.

 

i.                                          The following definition of “DevCo” is hereby added:

 

““DevCo” means Enviva Development Holdings, LLC, a Delaware limited liability company.”

 

ii.                                       The following definition of “Southampton Contribution Agreement” is hereby added:

 

““Southampton Contribution Agreement” means the Contribution Agreement, dated as of December 11, 2015, by and among Enviva Wilmington Holdings, LLC, a Delaware limited liability company, and the Partnership.”

 

 

iii.                                    The definition of “Registrable Securities” is hereby deleted in its entirety and replaced with the following:

 

““Registrable Securities” means the aggregate number of (i) Common Units issued (or issuable) to MLP Holdco pursuant to the Contribution Agreement; (ii) Subordinated Units; (iii) Common Units issuable upon conversion of the Subordinated Units pursuant to the terms of the Partnership Agreement; and (iv) Common Units issued to DevCo pursuant to the Southampton Contribution Agreement, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof.”

 

(b)                                 Amendment to Section 2.01

 

i.                  The first sentence of Section 2.01 is hereby deleted in its entirety and replaced with the following:

 

Upon the written request (a “Notice”) by MLP Holdco, DevCo or by Holders owning at least one million then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), the Partnership shall file with the Commission, as soon as reasonably practicable, but in no event more than 90 days following the receipt of the Notice, a registration statement (each, a “Registration Statement”) under the Securities Act providing for the resale of the Registrable Securities (which may, at the option of the Holders giving such Notice, be a registration statement under the Securities Act that provides for the resale of the Registrable Securities pursuant to Rule 415 from time to time by the Holders (a “Shelf Registration Statement”)).

 

Section 2.                                                     General Provisions.

 

(a)                                 Amendment. No amendment of this Amendment shall be valid unless such amendment is made in accordance with Section 3.11 of the Registration Rights Agreement.

 

(b)                                 Counterparts.  This Amendment may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart copy of this Agreement by facsimile or electronic transmission in PDF format shall be deemed to be the equivalent of delivery of the originally executed copy thereof.

 

(c)                                  Governing Law.  The law of the State of New York shall govern this Amendment.

 

(d)                                 Severability of Provisions.  Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

 

2

 

(e)                                  Effect of the Amendment.  Except as amended by this Amendment, all other terms of the Registration Rights Agreement shall continue in full force and effect and remain unchanged and are hereby confirmed in all respects by each Party.

 

[Signature Page Follows]

 

3

 

IN WITNESS WHEREOF, the parties hereto execute this Amendment, effective as of the date first written above.

 

	ENVIVA PARTNERS, LP
	By:	Enviva Partners GP, LLC, as its sole general partner
	By:	/s/ Stephen F. Reeves
	Name:	Stephen F. Reeves
	Title:	Executive Vice President and
		Chief Financial Officer
	ENVIVA MLP HOLDCO, LLC
	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	Executive Vice President, General
		Counsel and Secretary
	ENVIVA COTTONDALE ACQUISITION I, LLC
	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	Executive Vice President, General
		Counsel and Secretary
	ENVIVA DEVELOPMENT HOLDINGS, LLC
	By:	/s/ William H. Schmidt, Jr.
	Name:	William H. Schmidt, Jr.
	Title:	President, General Counsel and Secretary

 

SIGNATURE PAGE
TO
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT