
	2023		2022
2026 Notes, net of unamortized discount, premium and debt issuance of $1.4 million and $2.0 million as of December 31, 2023 and 2022, respectively	$	748,606	$	747,991
Senior secured credit facility - revolving credit borrowings	568,546		436,000
Senior secured credit facility - term loan, net of unamortized discount and debt issuance costs of $3.2 million and zero as of December 31, 2023 and 2022, respectively	100,784		—
Epes Tax-Exempt Green Bonds, net of unamortized discount and debt issuance of $4.3 million and $4.3 million as of December 31, 2023 and 2022, respectively	245,738		245,727
Bond Tax-Exempt Green Bonds, net of debt issuance of $2.0 million and $2.0 million as of December 31, 2023 and 2022, respectively	97,985		98,004
New Markets Tax Credit, net of unamortized discount and debt issuance of $2.2 million and $2.6 million as of December 31, 2023 and 2022, respectively	28,177		28,791
Seller Note, net of unamortized discount of zero and $45 thousand as of December 31, 2023 and 2022, respectively	—		8,705
Other loans	5,311		5,418
Finance leases	27,738		22,123
Total long-term debt and finance lease obligations	1,822,885		1,592,759
Less current portion of long-term debt and finance lease obligations	(1,806,585)		(20,993)
Long-term debt and finance lease obligations, excluding current installments	$	16,300	$	1,571,766

On the Petition Date, Debtors filed voluntary petitions for reorganization under the Bankruptcy Code in Bankruptcy Court (see Note 2, Subsequent Event—Bankruptcy Filing—Chapter 11 Filings for further discussion). The bankruptcy declaration constituted an event of default that accelerated the Company’s obligations under all of its non-lease long-term debt, where some debt had additional events of default that also first occurred in 2024. All long-term debt became callable by the respective creditors by the Petition Date and all long-term debt, which does not include finance lease obligations, to be classified as a current liability in the consolidated balance sheet as of December 31, 2023. The callable debt is required to be classified as current liabilities as these creditors have not waived or subsequently lost their right to demand repayment and the defaults were not cured within any contractual grace period. Any efforts to enforce payment obligations on the Debtors’ debt agreements were automatically stayed as a result of the filing of the Chapter 11 Cases and the holders’ rights of enforcement in respect of the Debtors’ debt agreements are subject to the applicable provisions of the Bankruptcy Code.

As a result of the events of default that first occurred in 2024, we have paid additional interest in 2024 on the senior secured credit facility based on an annual rate of 2% under default interest provisions in those debt agreements. Also, the New Markets Tax Credit debt agreement includes a default interest provision with an annual rate of 5%. These default interest provisions were required to be bifurcated from their debt agreement and accounted for separately at fair value. During the years ended December 31, 2022 and 2021, the likelihood of default was determined to be low enough to not require recognition of these default interest provisions. During the year ended December 31, 2023, the likelihood of default had become significant and the total fair value of these default interest provisions was measured to be $9.4 million as of December 31, 2023 using a discounted cash flow approach based on the following inputs: the outstanding principal, the default interest rate, the yield-to-maturity based on the latest traded price for our 2026 Notes, the historical recovery rates for senior unsecured bonds, an expected period of default of 9 months, and a term Secured Overnight Financing Rate. The fair value was recognized as increases to interest expense and to accrued expenses and other current liabilities.

We may redeem all or a portion of the 2026 Notes at any time at the applicable redemption price, plus accrued and unpaid interest, if any, (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date) and, in some cases, plus a make-whole premium.

Borrowings under the revolving credit facility bear interest, at either a Term SOFR rate or at a base rate, in each case, plus an applicable margin. The applicable margin will fluctuate between 1.50% per annum and 2.75% per annum, in the case of Term SOFR rate borrowings, or between 0.50% per annum and 1.75% per annum, in the case of base rate loans, in each case, based on our Total Leverage Ratio (as defined in our credit agreement) at such time, with 25 basis point increases or decreases for each 0.50 increase or decrease in our Total Leverage Ratio from 2.75:1:00 to 4.75:1:00.

We are required to pay a commitment fee on the daily unused amount under the revolving credit commitments at a rate between 0.25% and 0.50% per annum. During the years ended December 31, 2023, 2022 and 2021, commitment fees were $0.8 million, $0.6 million and $0.8 million, respectively.

In January 2023, the senior secured credit facility was amended to provide for $105.0 million term loan maturing in June 2027. The term loan has been fully drawn. Borrowings under the term loan facility bear interest, at either a Term SOFR rate or at a base rate, in each case, plus an applicable margin. The applicable margin is 4.00% for Term SOFR rate borrowings, and 3.00% for base rate borrowings. We are required to make amortization payments on the last day of each March, June, September, and December in an amount equal to 0.25% each quarter of the original principal amount, together with all interest accrued thereon.

The senior secured credit facility contains certain covenants, restrictions, and events of default. We are required to maintain (1) a maximum Total Leverage Ratio at or below 5.50 to 1.00 (or 5.75 to 1.00 during a Material Transaction Period) and (2) a minimum Interest Coverage Ratio (as defined in our credit agreement) of not less than 2.25 to 1.00.

Our obligations under the senior secured credit facility are guaranteed by certain of our subsidiaries and secured by liens on substantially all of our assets; however, the senior secured credit facility is not guaranteed by the Hamlet JV or Enviva Pellets Epes, LLC, or secured by liens on their assets.

In June 2022, we closed on a qualified NMTC financing transaction. The NMTC program is intended to induce capital investment in qualifying communities by permitting taxpayers to claim credits against their federal income taxes for up to 39% of qualified investments in the equity of community development entities (“CDEs”).

In this transaction, we borrowed $31.4 million from a bank (“Bank A”) then made a $31.4 million loan to an investment fund, into which another bank (“Bank B”) made a capital contribution of $12.8 million. The investment fund then contributed $42.0 million to four CDEs, which, in turn, loaned it to us. The $42.0 million accrues interest at a weighted average rate of 2.9% per annum, of which $34.1 million matures in its entirety in June 2029, while $7.9 million could be prepaid starting in 2029 and

By virtue of the capital contribution, Bank B is entitled to substantially all of the tax benefits derived from the NMTC, while we effectively received net loan proceeds equal to the capital contribution of $12.8 million. This transaction includes a put/call provision whereby we may be obligated or entitled to repurchase the interest of Bank B in the investment fund, which we believe they will exercise in June 2029. The value attributed to the put/call is de minimis. We determined that the investment fund and CDEs constitute variable interest entities where we are the primary beneficiary, and, as a result, we consolidate those entities. The $31.4 million loan is presented on our consolidated balance sheet within current portion of long-term debt and finance lease obligations, while the $12.8 million contribution is presented within other long-term liabilities and is being accreted to interest expense as we expect the put/call will be exercised for a de minimis value, both net of their proportionate share of direct and incremental transaction costs.

In July 2022, The Industrial Development Authority of Sumter County, Alabama (the “Epes Issuer”) issued its Exempt Facilities Revenue Bonds (Enviva Inc. Project), Series 2022 (Green Bonds) (the “Epes Tax-Exempt Green Bonds”) in the aggregate principal amount of $250.0 million. The proceeds of the offering were loaned to us pursuant to a loan and guaranty agreement by and among us, the Epes Issuer, and certain of our subsidiaries as guarantors. The loan is our senior unsecured obligation and matures in full on July 15, 2052. The loan is subject to mandatory tender for purchase by us in July 2032 at a purchase price equal to 100% of the principal amount of the Epes Tax-Exempt Green Bonds, plus accrued interest. Such prepayment may be required prior to maturity.

Borrowings under the loan and guaranty agreement bear interest at a rate equal to 6.00%. Interest is payable in arrears on January 15 and July 15 of each year, commencing on January 15, 2023. Our obligations under the loan and guaranty agreement are guaranteed by most of our existing subsidiaries and may be guaranteed by certain future restricted subsidiaries. We received net proceeds of $245.9 million after deducting underwriters’ discount, commissions, and expenses. The net proceeds received are generally restricted to funding a portion of the costs of the acquisition, construction, equipping, and financing of the Epes plant.

In November 2022, the Mississippi Business Finance Corporation (the “Bond Issuer”) issued its Exempt Facilities Revenue Bonds, (Enviva Inc.), Series 2022 (Green Bonds) (the “Bond Tax-Exempt Green Bonds”), in the aggregate principal amount of $100.0 million. The proceeds of the offering were loaned to us pursuant to a loan and guaranty agreement by and among us, the Bond Issuer, and certain of our subsidiaries as guarantors. The loan is our senior unsecured obligation and matures in full on July 15, 2047. The loan is subject to mandatory tender for purchase by us in July 2032 at a purchase price equal to 100% of the principal amount of the Bond Tax-Exempt Green Bonds, plus accrued interest. Such prepayment may be required prior to maturity. Borrowings under the loan and guarantee agreement bear interest at a rate equal to 7.75%. Interest is payable in arrears on January 15 and July 15 of each year, commencing on January 15, 2023. Our obligations under the loan and guarantee agreement are guaranteed by most of our existing subsidiaries and may be guaranteed by certain future restricted subsidiaries.

We received net proceeds of $98.7 million after deducting underwriters’ discount, commissions, and expenses. The net proceeds are generally restricted to funding a portion of the costs of acquisition, construction, equipping, and financing our wood pellet production plant to be located near Bond, Mississippi, and certain related costs thereto, and to pay costs and expenses of the offering.

We were a party to, and a guarantor of, a promissory note (the “Seller Note”) which had a principal balance of $8.8 million as of December 31, 2022. The Seller Note was repaid in full in February 2023 and had an interest rate of 2.5% per annum. Principal and related interest payments were due annually through February 2022 and quarterly thereafter.

On May 3, 2024, the Bankruptcy Court entered a final order approving the full amount of $500 million refer to Note 2, Subsequent Event—Bankruptcy Filing for further details. The Company has drawn a total of $350.0 million, $150.0 million on March 15, 2024, $100.0 million on June 3, 2024, and $100.0 million on July 22, 2024.

Unamortized debt issuance costs and premium included in current portion of long-term debt and finance lease obligations as of December 31, 2023 and in long-term debt as of December 31, 2022 were $13.1 million and $11.0 million, respectively. Unamortized debt issuance costs associated with the senior secured credit facility of $2.6 million was included in prepaid expenses and other current assets as of December 31, 2023 and $3.5 million was included in long-term assets as of December 31, 2022. Total amortization recognized during the years ended December 31, 2023, 2022 and 2021 was $2.6 million, $2.5 million and $3.9 million, respectively.


Year Ending December 31:
2024	$	1,819,659
2025	5,392
2026	2,480
2027	1,269
2028 and thereafter	7,185
Long-term debt and finance lease obligations	1,835,985
Unamortized premium and debt issuance costs	(13,100)
Total long-term debt and finance lease obligations	$	1,822,885