Enviva Partners, LP (NYSE:EVA) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On October10, 2017, Enviva Partners, LP (the “Partnership”) and its wholly-owned subsidiary,Enviva Partners FinanceCorp. (together with the Partnership, the “Issuers”) entered into a purchase agreement (the “Purchase Agreement”) by and among the Issuers, the subsidiary guarantors party thereto (the “Guarantors”) and FS Global Credit Opportunities Fund (the “Purchaser”), a fund managed by an affiliate of FS Investments and sub-advised by GSO Capital Partners LP, to which the Issuers agreed to issue and sell to the Purchaser $55,000,000 in aggregate principal amount of the Issuers’ 8.50% senior notes due 2021 (the “Notes”) at 106.25% of par value plus accrued interest from May1, 2017. The sale of the Notes closed on October10, 2017.
The terms of the Notes, other than the date of issuance, issue price, the date on which interest begins to accrue and applicable transfer restrictions, are identical to the terms of the Existing Notes. The Notes are guaranteed, jointly and severally, on a senior unsecured basis by the Guarantors and will be guaranteed by the Partnership’s future restricted subsidiaries that guarantee certain of its other indebtedness. The Notes were issued to an existing indenture, dated November1, 2016, among the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee, in a private transaction under Section4(a)(2)of the Securities Act of 1933, as amended (the “Securities Act”).
The sale of the Notes resulted in net proceeds (after deducting estimated fees and offering expenses) to the Issuers of approximately $59.2 million. The net proceeds will be used to repay borrowings under the Partnership’s revolving credit facility, which were used to fund the previously announced acquisition of Enviva Port of Wilmington, LLC, and for general partnership purposes.
Item 7.01. Regulation FD Disclosure.
On October11, 2017, the Partnership issued a press release announcing that it had completed its private placement of the Notes. A copy of the press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated in this Item 7.01 by reference.
The information in Item 7.01 of this Current Report on Form8-K and Exhibit99.1 is being “furnished” and shall not be deemed to be “filed” by the Partnership for purposes of Section18 of the Securities Exchange Act of 1934, as amended (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 8.01. Other Material Events.
In connection with the closing of the sale of the Notes, the Issuers and each of the Guarantors entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchaser, to which the Issuers and Guarantors agreed (a)to file with the U.S. Securities and Exchange Commission a registration statement (the “Exchange Offer Registration Statement”) on FormS-4 under the Securities Act, with respect to a registered offer to exchange any and all of the Notes for a like aggregate principal amount of registered notes that are identical in all material respects to the Notes (except that the exchange notes will not be subject to restrictions on transfer), (b)to use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act and cause the exchange notes to bear the same unrestricted CUSIP (the “Existing CUSIP”) as the Issuers’ existing 8.50% senior notes due 2021 (the “Existing Notes”), and (c)to use their reasonable best efforts to complete the exchange offer not later than 25 business days after the date on which the Exchange Offer Registration Statement is declared effective. If the Issuers fail to complete the exchange offer by April9, 2018, the Issuers will pay the Purchaser an additional 0.50% of the aggregate principal amount of the Notes per annum (which rate will be increased by an additional 0.50% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum) for as long as such Notes constitute registrable securities to the Registration Rights Agreement. In addition, if the exchange notes do not bear the Existing CUSIP, the Issuers will pay the Purchaser an additional 1.00% of the aggregate principal amount of the Notes per annum for as long as the Notes are outstanding.