0001104659-21-127277.txt : 20211018 0001104659-21-127277.hdr.sgml : 20211018 20211018175802 ACCESSION NUMBER: 0001104659-21-127277 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211014 FILED AS OF DATE: 20211018 DATE AS OF CHANGE: 20211018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEUSCHEN DAVID M CENTRAL INDEX KEY: 0001222726 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37363 FILM NUMBER: 211329102 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAPEYRE PIERRE F JR CENTRAL INDEX KEY: 0001232151 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37363 FILM NUMBER: 211329101 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone/Gower Mgmt Co Holdings, L.P. CENTRAL INDEX KEY: 0001706129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37363 FILM NUMBER: 211329104 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: Riverstone/Gower Mgmt Co Holdings, L.L.C. DATE OF NAME CHANGE: 20170508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RIVERSTONE HOLDINGS LLC CENTRAL INDEX KEY: 0001247497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37363 FILM NUMBER: 211329105 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-271-6252 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Management Group, L.L.C. CENTRAL INDEX KEY: 0001705948 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37363 FILM NUMBER: 211329103 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: 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 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 4 1 tm2130315-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-10-14 0 0001592057 Enviva Partners, LP EVA 0001247497 RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 1 0 1 0 0001706129 Riverstone/Gower Mgmt Co Holdings, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 1 0 1 0 0001705948 Riverstone Management Group, L.L.C. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 1 0 1 0 0001222726 LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 1 0 1 0 0001232151 LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK NY 10019 1 0 1 0 Common units representing limited partner interests 2021-10-14 4 J 0 14104100 A 27690475 I See Footnotes Pursuant to the terms of the agreement and plan of merger dated October 14, 2021, by and among the Issuer, Enviva Holdings, LP ("Holdings"), Enviva Partners Merger Sub, LLC, and the limited partners of Holdings (including Riverstone Echo Rollover Holdings, L.P. ("Riverstone Rollover Fund") and Riverstone Echo Continuation Holdings, L.P. ("Riverstone Continuation Fund" and, together with Riverstone Rollover Fund, the "Riverstone Echo Funds")), (i) the Issuer, among other things, issued 14,104,100 Common Units to the Riverstone Echo Funds and (ii) Enviva MLP Holdco, LLC distributed all of its Common Units to Holdings, which then distributed its directly owned Common Units and Enviva Cottondale Acquisition I, LLC ("Acquisition I") to the Riverstone Echo Funds (the "Drop Merger Transactions"). Following the Drop Merger Transactions, includes (i) 19,729,466 Common Units held of record by Riverstone Continuation Fund, (ii) 1,953,555 Common Units held of record by Riverstone Rollover Fund, and (iii) 6,007,454 Common Units held of record by Enviva Collateral PledgeCo, LLC ("PledgeCo"). David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management"), and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management, which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P., which is the sole member of Riverstone Holdings LLC, which is the sole member of Riverstone Echo GP, LLC, which is the general partner of Riverstone Echo Partners, L.P., which is the sole member of each of Riverstone ECF GP, LLC ("ECF GP") and Riverstone Echo Rollover GP, LLC ("Echo Rollover GP"). ECF GP is the general partner of Riverstone Continuation Fund. Echo Rollover GP is the general partner of Riverstone Rollover Fund. Riverstone Enviva Holdings GP, LLC is managed by its members, the Riverstone Echo Funds. The Riverstone Echo Funds are the managing members of Acquisition I, which is the sole member of PledgeCo. As a result of these relationships, each of these entities and individuals may be deemed to have or share beneficial ownership of the securities held of record by the Riverstone Echo Funds and PledgeCo. Each such entity or person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. Due to the limitations of the electronic filing system, Riverstone Enviva Holdings GP, LLC, Riverstone Echo Rollover Holdings, L.P., Riverstone Echo Continuation Holdings, L.P., Riverstone Echo Rollover GP, LLC, Riverstone ECF GP, LLC, Riverstone Echo Partners, L.P., and Riverstone Echo GP, LLC are filing a separate Form 4. Enviva Collateral PledgeCo, LLC and Enviva Cottondale Acquisition I, LLC are filing a separate Form 3. RIVERSTONE HOLDINGS LLC By: /s/ Peter Haskopoulos, Authorized Person 2021-10-18 RIVERSTONE/GOWER MGMT CO HOLDINGS, L.P. By: /s/ Peter Haskopoulos, Manager 2021-10-18 RIVERSTONE MANAGEMENT GROUP, L.L.C. By: /s/ Peter Haskopoulos, Manager 2021-10-18 /s/ David M. Leuschen 2021-10-18 /s/ Pierre F. Lapeyre, Jr. 2021-10-18