SEC Form 4 · accession 0001104659-15-086634
Enviva Partners, LP · EVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
R/C Renewable Energy GP II, L.L.C.
Director · 10% Owner
Enviva Holdings GP, LLC
Director · 10% Owner
Enviva Holdings, LP
Director · 10% Owner
Riverstone/Carlyle Renewable Energy Partners II, L.P.
Director · 10% Owner
R/C Wood Pellet Investment Partnership, L.P.
Director · 10% Owner
Period of report
Dec 11, 2015
Accepted (ET)
Dec 23, 2015 · 6:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001592057
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units representing limited partner interestsF1,F2,F3,F4 | Dec 11, 2015 | J | 942,023 | — | A | 1,347,161 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is being filed jointly by R/C Renewable Energy GP II, LLC ("R/C Renewable Energy GP"), Riverstone/Carlyle Renewable Energy Partners II, L.P. ("R/C Renewable Energy Partners"), R/C Wood Pellet Investment Partnership, L.P. ("R/C Partnership"), Enviva Holdings GP, LLC ("Holdings GP") and Enviva Holdings, LP ("Holdings") in connection with the Acquisition (as defined below). 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, which is the sole member of each of Enviva MLP Holdco, LLC ("MLP Holdco") and Enviva Development Holdings, LLC ("Development Holdings").
- F2Accordingly, R/C Renewable Energy GP, R/C Renewable Energy Partners, R/C Partnership, Holdings GP and Holdings may be deemed to indirectly beneficially own securities of Enviva Partners, LP (the "Issuer"), a subsidiary of Holdings, owned directly by MLP Holdco or Development Holdings.
- F3MLP Holdco may be deemed to be a director by deputization as a result of its ability to appoint the directors of Enviva Partners GP, LLC, the general partner of the Issuer. R/C Renewable Energy GP, R/C Renewable Energy Partners, R/C Partnership, Holdings GP and Holdings may be deemed to be a director by deputization as a result of MLP Holdco's ability to appoint the directors of Enviva Partners GP, LLC.
- F4On December 11, 2015, the Issuer entered into and consummated the transactions (the "Acquisition") contemplated by a Contribution Agreement (the "Contribution Agreement") with Enviva Wilmington Holdings, LLC (the "Hancock JV"), a joint venture between Development Holdings, Hancock Natural Resource Group, Inc. and certain other affiliates of John Hancock Life Insurance Company. Pursuant to the Contribution Agreement, the Hancock JV contributed to Enviva, LP, a wholly owned subsidiary of the Issuer, all of the issued and outstanding limited liability company interests in Enviva Pellets Southampton, LLC, which owns a wood pellet production plant located in Southampton County, Virginia, for total consideration of $131 million, consisting of $116 million in cash paid to the Hancock JV and 942,023 common units representing limited partner interests in the Issuer transferred to Development Holdings.