0001104659-19-019848.txt : 20190404 0001104659-19-019848.hdr.sgml : 20190404 20190404103121 ACCESSION NUMBER: 0001104659-19-019848 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190404 DATE AS OF CHANGE: 20190404 GROUP MEMBERS: ENVIVA DEVELOPMENT HOLDINGS, LLC GROUP MEMBERS: ENVIVA HOLDINGS GP, LLC GROUP MEMBERS: ENVIVA HOLDINGS, LP GROUP MEMBERS: ENVIVA MLP HOLDCO, LLC GROUP MEMBERS: R/C RENEWABLE ENERGY GP II, L.L.C. GROUP MEMBERS: R/C WOOD PELLET INVESTMENT PARTNERSHIP, L.P. GROUP MEMBERS: RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88876 FILM NUMBER: 19731384 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: Enviva Cottondale Acquisition I, LLC CENTRAL INDEX KEY: 0001741228 IRS NUMBER: 364799545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 a19-7686_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

Amendment No. 2

 

to

 

SCHEDULE 13D

 

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)

 

Dianna Rosser Aprile

c/o Riverstone Holdings LLC

712 Fifth Avenue, 36th Floor

New York, NY 10019

(212) 993-0076

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

 

April 2, 2019

(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

 


 

CUSIP No. 29414J107

 

 

1.

Names of Reporting Person:
Enviva Development Holdings, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,681,237

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,681,237

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,681,237

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.0%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1)                                 Based on 33,454,321 common units outstanding as of April 2, 2019.

 

1


 

CUSIP No. 29414J107

 

 

1.

Names of Reporting Person:
Enviva Cottondale Acquisition I, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
6,007,454

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
6,007,454

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,007,454

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
18.0%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1)                                 Based on 33,454,321 common units outstanding as of April 2, 2019.

 

2


 

CUSIP No. 29414J107

 

 

1.

Names of Reporting Person:
Enviva MLP Holdco, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
5,897,684

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
5,897,684

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,897,684

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
17.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1)                                 Based on 33,454,321 common units outstanding as of April 2, 2019.

 

3


 

CUSIP No. 29414J107

 

 

1.

Names of Reporting Person:
Enviva Holdings, LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
13,586,375

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
13,586,375

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,586,375

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
40.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1)                                 Based on 33,454,321 common units outstanding as of April 2, 2019.

 

4


 

CUSIP No. 29414J107

 

 

1.

Names of Reporting Person:
Enviva Holdings GP, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
13,586,375

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
13,586,375

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,586,375

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
40.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1)                                 Based on 33,454,321 common units outstanding as of April 2, 2019.

 

5


 

CUSIP No. 29414J107

 

 

1.

Names of Reporting Person:
R/C Wood Pellet Investment Partnership, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
13,586,375

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
13,586,375

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,586,375

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
40.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1)                                 Based on 33,454,321 common units outstanding as of April 2, 2019.

 

6


 

CUSIP No. 29414J107

 

 

1.

Names of Reporting Person:
Riverstone/Carlyle Renewable Energy Partners II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
13,586,375

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
13,586,375

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,586,375

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
40.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
PN

 


(1)                                 Based on 33,454,321 common units outstanding as of April 2, 2019.

 

7


 

CUSIP No. 29414J107

 

 

1.

Names of Reporting Person:
R/C Renewable Energy GP II, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO (See Item 3)

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
13,586,375

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
13,586,375

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,586,375

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
40.6%(1)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1)                                 Based on 33,454,321 common units outstanding as of April 2, 2019.

 

8


 

Item 1.                                 Security and Issuer

 

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on December 28, 2015, as amended by Amendment No. 1 to the Schedule 13D filed on May 30, 2018 (as so amended, the “Schedule 13D”), with respect to the common units representing limited partner interests (“Common Units”) in Enviva Partners, LP (the “Issuer”).  Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 2.                                 Identity and Background

 

This Amendment amends and restates paragraphs (a), (b), (c), and (f) of Item 2 of the Schedule 13D as follows:

 

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

 

(b) The principal business office for each of Enviva Development Holdings, Enviva Cottondale, Enviva MLP Holdco, 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 four-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 Development Holdings, which owns 1,681,237 Common Units, (ii) Enviva Cottondale, which owns 6,007,454 Common Units, and (iii) Enviva MLP Holdco, which owns 5,897,684 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”). Enviva Holdings also indirectly owns 100% of the incentive distribution rights 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 Enviva Development Holdings, Enviva Cottondale, Enviva MLP Holdco, and various other affiliated entities. Enviva Development Holdings was formed to hold interests in entities engaged in project development. Enviva Cottondale and Enviva MLP Holdco were formed to hold securities of the Issuer.

 

Item 3.                                 Source and Amount of Funds or Other Consideration

 

This Amendment amends and restates Item 3 of the Schedule 13D in its entirety as follows:

 

Prior to the Issuer’s initial public offering (the “IPO”), Enviva 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

 

9


 

interests and issued, among other things, 5,897,684 subordinated units representing limited partner interests in the Issuer (“Subordinated Units”) to Enviva Cottondale and 405,138 Common Units and 6,007,454 Subordinated Units to Enviva MLP Holdco.  On May 30, 2018, the Subordinated Units held by Enviva MLP Holdco and Enviva Cottondale converted into Common Units on a one-for-one basis pursuant to the terms of the Partnership Agreement.

 

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 was a joint venture among Enviva Development Holdings and John Hancock Life Insurance Company (U.S.A.) and certain of its affiliates.  Pursuant to the Contribution Agreement, the Hancock JV contributed to Enviva, LP, a Delaware limited partnership and a wholly owned subsidiary of the Issuer (“Enviva LP”), 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, Enviva Development Holdings acquired 942,023 Common Units.

 

On February 1, 2018, Enviva Development Holdings sold a total of 81,708 Common Units to the General Partner, which used the Common Units to satisfy the Issuer’s settlement obligations with respect to vested phantom unit awards under its long-term incentive plan.

 

On May 7, 2018, Enviva Development Holdings and Enviva MLP Holdco sold an aggregate 1,265,453 Common Units in registered, privately negotiated transactions with several purchasers.

 

On April 2, 2019, the Issuer issued 1,681,237 Common Units to Enviva Development Holdings as partial consideration for the contribution of all of the issued and outstanding Class B interests in the Hancock JV to Enviva LP.

 

Item 5.                                 Interest in Securities of the Issuer

 

This Amendment amends and restates paragraphs (a), (b), and (c) of Item 5 of the Schedule 13D in their entirety as follows:

 

(a)-(b)              The percent of class provided for each Reporting Person below is based on 33,454,321 Common Units outstanding as of April 2, 2019.

 

1.              Enviva Development Holdings, LLC

A.            Amount beneficially owned:  1,681,237

B.            Percent of class:  5.0%

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

i.                  Sole power to vote or to direct the vote:  1,681,237

ii.               Shared power to vote or to direct the vote:  0

iii.            Sole power to dispose or to direct the disposition of:  1,681,237

iv.           Shared power to dispose or to direct the disposition of:  0

 

2.              Enviva Cottondale Acquisition I, LLC

A.            Amount beneficially owned:  6,007,454

B.            Percent of class:  18.0%

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

i.                  Sole power to vote or to direct the vote:  6,007,454

ii.               Shared power to vote or to direct the vote:  0

iii.            Sole power to dispose or to direct the disposition of:  6,007,454

iv.           Shared power to dispose or to direct the disposition of:  0

 

3.              Enviva MLP Holdco, LLC

A.            Amount beneficially owned:  5,897,684

B.            Percent of class:  17.6%

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

 

10


 

i.                  Sole power to vote or to direct the vote:  5,897,684

ii.               Shared power to vote or to direct the vote:  0

iii.            Sole power to dispose or to direct the disposition of:  5,897,684

iv.           Shared power to dispose or to direct the disposition of:  0

 

4.              Enviva Holdings, LP

A.            Amount beneficially owned:  13,586,375

B.            Percent of class:  40.6%

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

i.                  Sole power to vote or to direct the vote:  13,586,375

ii.               Shared power to vote or to direct the vote:  0

iii.            Sole power to dispose or to direct the disposition of:  13,586,375

iv.           Shared power to dispose or to direct the disposition of:  0

 

5.              Enviva Holdings GP, LLC

A.            Amount beneficially owned:  13,586,375

B.            Percent of class:  40.6%

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

i.                  Sole power to vote or to direct the vote:  13,586,375

ii.               Shared power to vote or to direct the vote:  0

iii.            Sole power to dispose or to direct the disposition of:  13,586,375

iv.           Shared power to dispose or to direct the disposition of:  0

 

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

A.            Amount beneficially owned:  13,586,375

B.            Percent of class:  40.6%

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

i.                  Sole power to vote or to direct the vote:  13,586,375

ii.               Shared power to vote or to direct the vote:  0

iii.            Sole power to dispose or to direct the disposition of:  13,586,375

iv.           Shared power to dispose or to direct the disposition of:  0

 

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

A.            Amount beneficially owned:  13,586,375

B.            Percent of class:  40.6%

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

i.                  Sole power to vote or to direct the vote:  13,586,375

ii.               Shared power to vote or to direct the vote:  0

iii.            Sole power to dispose or to direct the disposition of:  13,586,375

iv.           Shared power to dispose or to direct the disposition of:  0

 

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

A.            Amount beneficially owned:  13,586,375

B.            Percent of class:  40.6%

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

i.                  Sole power to vote or to direct the vote:  13,586,375

ii.               Shared power to vote or to direct the vote:  0

iii.            Sole power to dispose or to direct the disposition of:  13,586,375

iv.           Shared power to dispose or to direct the disposition of:  0

 

Enviva Holdings owns a 100% limited liability company interest in Enviva Development Holdings, Enviva Cottondale, and Enviva MLP Holdco.  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.

 

11


 

The Reporting Persons (excluding Enviva Development Holdings, Enviva Cottondale, and Enviva MLP Holdco) may be deemed to beneficially own the Common Units held directly by Enviva Development Holdings, Enviva Cottondale, and Enviva MLP Holdco.

 

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

 

(c)  On April 2, 2019, the Issuer issued 1,681,237 Common Units to Enviva Development Holdings as partial consideration for the contribution of all of the issued and outstanding Class B units of the First Hancock JV to Enviva LP.  The deemed purchase price for the transaction was $29.74 per Common Unit.

 

Item 7.         Material to be Filed as Exhibits

 

This Amendment supplements Item 7 of the Schedule 13D as follows:

 

Exhibit Number

 

Description of Exhibit

99.7

 

Joint Filing Agreement, dated April 2, 2019

 

12


 

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:  April 2, 2019

 

ENVIVA DEVELOPMENT HOLDINGS, LLC

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

 

 

ENVIVA COTTONDALE ACQUISITION I, LLC

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

 

 

 

 

ENVIVA MLP HOLDCO, LLC

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

 

 

 

 

ENVIVA HOLDINGS, LP

 

 

 

By Enviva Holdings GP, LLC, its general partner

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

 

 

 

 

ENVIVA HOLDINGS GP, LLC

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

13


 

 

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, L.L.C., its general partner

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

 

 

RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P.

 

 

 

By R/C Renewable Energy GP II, L.L.C., its general partner

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

 

 

R/C RENEWABLE ENERGY GP II, L.L.C.

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

14


 

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

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

Ralph Alexander

 

President and Chief Executive Officer of Talen Energy Corporation

 

(3)

 

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

 

(4)

 

United States

Jim H. Derryberry

 

Special Advisor to Riverstone Holdings LLC

 

(1)

 

United States

James W. Lintott

 

Chairman of Sterling Foundation Management, LLC

 

(5)

 

United States

Steven M. Dauphin

 

Advisor of Murphree Venture Partners

 

(6)

 

United States

Stephen W. Modzelewski

 

Managing Member of Maple Engine, LLC

 

(7)

 

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

 

(4)

 

United States

Joseph N. Lane

 

Executive Vice President, Human Capital of Enviva Management Company, LLC

 

(4)

 

United States

Thomas Meth

 

Executive Vice President, Sales and Marketing of Enviva Management Company, LLC

 

(4)

 

United States

Shai Even

 

Executive Vice President and Chief Financial Officer of Enviva Management Company, LLC

 

(4)

 

United States

William H. Schmidt, Jr.

 

Executive Vice President, Corporate Development and General Counsel of Enviva Management Company, LLC

 

(4)

 

United States

 

15


 

Raymond J. Kaszuba III

 

Senior Vice President, Finance and Treasurer of Enviva Management Company, LLC

 

(4)

 

United States

E. Royal Smith

 

Executive Vice President, Operations of Enviva Management Company, LLC

 

(4)

 

United States

 

Enviva Development Holdings, LLC

 

Enviva Cottondale Acquisition I, LLC

 

Enviva MLP Holdco, 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

 

(4)

 

United States

Joseph N. Lane

 

Executive Vice President, Human Capital of Enviva Management Company, LLC

 

(4)

 

United States

Thomas Meth

 

Executive Vice President, Sales and Marketing of Enviva Management Company, LLC

 

(4)

 

United States

Shai Even

 

Executive Vice President and Chief Financial Officer of Enviva Management Company, LLC

 

(4)

 

United States

William H. Schmidt, Jr.

 

Executive Vice President, Corporate Development and General Counsel of Enviva Management Company, LLC

 

(4)

 

United States

Raymond J. Kaszuba III

 

Senior Vice President, Finance and Treasurer of Enviva Management Company, LLC

 

(4)

 

United States

E. Royal Smith

 

Executive Vice President, Operations of Enviva Management Company, LLC

 

(4)

 

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)         835 Hamilton Street, Suite 150, Allentown, PA, 18101

(4)         7200 Wisconsin Avenue, Suite 1000, Bethesda, MD 20814

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

(6)         Murphree Venture Partners, 820 Shades Creek Parkway, Suite 1200, Birmingham, AL 35209

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

 

16


EX-99.1 2 a19-7686_1ex99d1.htm EX-99.1

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: April 2, 2019

 

 

ENVIVA DEVELOPMENT HOLDINGS, LLC

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

 

 

ENVIVA COTTONDALE ACQUISITION I, LLC

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

 

 

 

 

ENVIVA MLP HOLDCO, LLC

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

 

 

 

 

ENVIVA HOLDINGS, LP

 

 

 

By Enviva Holdings GP, LLC, its general partner

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

 

 

 

 

ENVIVA HOLDINGS GP, LLC

 

 

 

 

 

By:

/s/ Jason E. Paral

 

Name:

Jason E. Paral

 

Title:

Vice President, Associate General Counsel and Secretary

 

[Joint Filing Agreement]

 


 

 

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, L.L.C., its general partner

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

 

 

RIVERSTONE/CARLYLE RENEWABLE ENERGY PARTNERS II, L.P.

 

 

 

By R/C Renewable Energy GP II, L.L.C., its general partner

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

 

 

R/C RENEWABLE ENERGY GP II, L.L.C.

 

 

 

 

 

By:

/s/ Peter Haskopoulos

 

Name:

Peter Haskopoulos

 

Title:

Authorized Person

 

[Joint Filing Agreement]