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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 23, 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)
  (IRS 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. x

 

 

 

 

 

Item 1.01Entry Into a Material Definitive Agreement.

 

Registration Rights Agreement

 

As previously reported, on June 18, 2020, Enviva Partners, LP (the “Partnership”) entered into a Common Unit Purchase Agreement (the “Unit Purchase Agreement”) with certain investors (the “Investors”) to sell 6,153,846 common units representing limited partner interests in the Partnership (“Common Units”) in a private placement for gross proceeds of $200 million (the “Private Placement”). On June 23, 2020, in connection with closing the Private Placement, the Partnership and the Investors entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Partnership is required to file a registration statement (the “Registration Statement”) no later than August 24, 2020 to register for public resale all 6,153,846 Common Units sold to the Investors under the Unit Purchase Agreement and use its commercially reasonable efforts to cause the Registration Statement to become effective on the filing date or as soon as practicable thereafter. The Registration Rights Agreement also provides certain Investors with customary piggyback rights.

 

The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits

 

(d)       Exhibits.

 

EXHIBIT   DESCRIPTION
4.1*   Registration Rights Agreement, dated as of June 23, 2020, by and among the Partnership and the Investors named therein.
     
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

 

*Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

 

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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 23, 2020    
  By: /s/ Jason E. Paral
  Name:    Jason E. Paral
  Title: Vice President, Associate General Counsel, Chief Compliance Officer and Secretary

 

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