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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): July 31, 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 2.01. Completion of Acquisition or Disposition of Assets.

 

On July 31, 2020, Enviva Pellets Waycross Holdings, LLC (“Waycross Holdings”), a wholly owned subsidiary of Enviva Partners, LP (the “Partnership”), RWE Generation SE, a societas europaea formed under the laws of the Federal Republic of Germany (as assignee of innogy SE, a societas europaea formed under the laws of the Federal Republic of Germany), and innogy Renewables Beteiligungs GMBH, a Gesellschaft mit beschränkter Haftung formed under the laws of the Federal Republic of Germany (to be known as RWE Renewables Beteiligungs GMBH), consummated the transactions contemplated by the previously announced Membership Interest Purchase and Sale Agreement dated June 18, 2020, pursuant to which Waycross Holdings acquired all of the limited liability company interests in Georgia Biomass Holding LLC, a Georgia limited liability company and the indirect owner of a wood pellet production plant in Waycross, Georgia (the “Waycross plant”), for a purchase price of $175.0 million in cash, subject to customary adjustments (the “Georgia Biomass Acquisition”).

 

Item 7.01. Regulation FD.

 

On August 3, 2020, the Partnership issued a press release announcing the completion of the Georgia Biomass Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information in Item 7.01 of this Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1, is being “furnished” and shall not be deemed to be “filed” by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired.

 

The financial statements required by this Item 9.01 will be filed by amendment to this Current Report within 71 calendar days after the date on which this Current Report is required to be filed.

 

(b) Pro Forma Financial Information.

 

The pro forma financial statements required by this Item 9.01 will be filed by amendment to this Current Report within 71 calendar days after the date on which this Current Report is required to be filed.

 

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1   Press release titled “Enviva Completes Acquisition of Georgia Biomass and its Waycross Production Plant,” dated August 3, 2020.
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

1

 

 

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: August 3, 2020  
By: /s/ Jason E. Paral
Name: Jason E. Paral
Title: Vice President, Associate General Counsel, Chief
    Compliance Officer and Secretary

 

 

 

Exhibit 99.1

 

 

Enviva Completes Acquisition of Georgia Biomass and its Waycross Production Plant

 

BETHESDA, Md., August 3, 2020 — Enviva Partners, LP (“Enviva” or the “Partnership”), a leading global energy company specializing in sustainable wood bioenergy, today announced the completion of its previously announced acquisition of a world-class, industrial scale wood pellet production plant in Waycross, Georgia, and associated contracted terminal capacity in Savannah, Georgia. Enviva’s growing operational footprint across the U.S. Southeast now includes nine wood pellet production plants and five deep-water export terminals across Virginia, North Carolina, South Carolina, Georgia, Alabama, Mississippi, and Florida.

 

“We are excited to welcome the entire Waycross team into the Enviva family,” said John Keppler, Chairman and Chief Executive Officer of Enviva. “This is an important step for Enviva’s growth and we look forward to continuing to be a great employer, customer, and neighbor, and an important contributor to the State of Georgia, a community we now call home.”

 

The newly acquired Waycross plant has been operating since 2011 and has a production capacity of approximately 800,000 metric tons per year, all of which is exported through the Port of Savannah to Enviva’s customers under long-term take-or-pay off-take contracts, many of which extend until the mid-2040s. Following the acquisition, Enviva’s total annual wood pellet production capacity is approximately 4.9 million metric tons. With the acquisition complete, the Waycross plant is now called, “Enviva Pellets Waycross.”

 

“The Waycross plant, its leadership, and the entire team are a perfect match for Enviva,” said Royal Smith, Executive Vice President of Operations of Enviva. “The Waycross team, under the exceptional leadership of Mark Gaddy, has been recognized for years for their commitment to and strong track record of safe operations and high performance. We look forward to working with Mark and his team in the years to come as we seek to build on their success, grow the business, and continue making a meaningful difference right now in the effort to fight climate change around the world.”

 

Enviva’s mission is to displace coal, grow more trees, and fight climate change. The Waycross plant acquisition diversifies Enviva’s manufacturing footprint and expands its operations in a region that supplies one-fifth of the timber used globally each year. Enviva currently is integrating the plant into the wider Enviva organization and looks forward to working closely with local leaders, private forest landowners, and conservation organizations to continue to make a positive impact across the State of Georgia.

 

BMO Capital Markets advised the Partnership and Vinson & Elkins LLP served as legal counsel on the transaction.

 

 

 

 

About Enviva Partners, LP

 

Enviva Partners, LP (NYSE: EVA) is a publicly traded master limited partnership that aggregates a natural resource, wood fiber, and processes it into a transportable form, wood pellets. The Partnership sells a significant majority of its wood pellets through long-term, take-or-pay off-take contracts with creditworthy customers in the United Kingdom and Europe. The Partnership owns and operates nine plants with a combined production capacity of approximately 4.9 million MTPY in Virginia, North Carolina, South Carolina, Georgia, Mississippi, and Florida. In addition, the Partnership exports wood pellets through its marine terminals at the Port of Chesapeake, Virginia and the Port of Wilmington, North Carolina and from third-party marine terminals in Savannah, Georgia, Mobile, Alabama, and Panama City, Florida. To learn more about Enviva Partners, LP, please visit our website at www.envivabiomass.com and follow us on social media @Enviva.

 

CONTACT:

media@envivabiomass.com

+1(301) 657-5560

 

ir@envivabiomass.com

+1(240) 482-3856

 

Cautionary Note Concerning Forward-Looking Statements

 

Certain statements and information in this press release may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on the Partnership’s current expectations and beliefs concerning future developments and their potential effect on it. Although management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates. All comments concerning the Partnership’s expectations for future revenues and operating results are based on the forecasts for its existing operations and do not include the potential impact of any future acquisitions. The Partnership’s forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership’s control) and assumptions that could cause actual results to differ materially from the its historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: (i) the volume and quality of products that it is able to produce or source and sell, which could be adversely affected by, among other things, operating or technical difficulties at the Partnership’s wood pellet production plants or deep-water marine terminals; (ii) the prices at which the Partnership is able to sell the its products; (iii) the Partnership’s ability to successfully negotiate and complete and integrate drop-down and third-party acquisitions, including the associated contracts, or to realize the anticipated benefits of such acquisitions; (iv) failure of the Partnership’s customers, vendors, and shipping partners to pay or perform their contractual obligations to it; (v) the Partnership’s inability to successfully execute its project development, expansion, and construction activities on time and within budget; (vi) the creditworthiness of the Partnership’s contract counterparties; (vii) the amount of low-cost wood fiber that it is able to procure and process, which could be adversely affected by, among other things, disruptions in supply or operating or financial difficulties suffered by the Partnership’s suppliers; (viii) changes in the price and availability of natural gas, coal, or other sources of energy; (ix) changes in prevailing economic conditions; (x) unanticipated ground, grade or water conditions; (xi) inclement or hazardous environmental conditions, including extreme precipitation, temperatures, and flooding; (xii) fires, explosions, or other accidents; (xiii) changes in domestic and foreign laws and regulations (or the interpretation thereof) related to renewable or low-carbon energy, the forestry products industry, the international shipping industry, or power, heat or combined heat and power generators; (xiv) changes in the regulatory treatment of biomass in core and emerging markets; (xv) the Partnership’s inability to acquire or maintain necessary permits or rights for the Partnership’s production, transportation, or terminaling operations; (xvi) changes in the price and availability of transportation; (xvii) changes in foreign currency exchange rates or interest rates, and the failure of the Partnership’s hedging arrangements to effectively reduce its exposure to the risks related thereto; (xviii) risks related to the Partnership’s indebtedness; (xix) the Partnership’s failure to maintain effective quality control systems at its production plants and deep-water marine terminals, which could lead to the rejection of the Partnership’s products by its customers; (xx) changes in the quality specifications for the Partnership’s products that are required by its customers; (xxi) labor disputes; (xxii) the Partnership’s inability to hire, train, or retain qualified personnel to manage and operate its business and newly acquired assets; (xxiii) the effects of the exit of the United Kingdom from the European Union on the Partnership’s and its customers’ businesses; (xxiv) the Partnership’s inability to borrow funds and access capital markets; and (xxv) viral contagions or pandemic diseases, such as the recent outbreak of a novel strain of coronavirus known as COVID-19.

 

For additional information regarding known material factors that could cause the Partnership’s actual results to differ from projected results, please read our filings with the U.S. Securities and Exchange Commission (the “SEC”), including the Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q most recently filed with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information or future events or otherwise.

 

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