SC 13D 1 p20-1431sc13d.htm ENVIVA PARTNERS, LP

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 

Enviva Partners, LP

(Name of Issuer)
 

Common units representing limited partnership interests

(Title of Class of Securities)
 

29414J107

(CUSIP Number)
 
Anne T. Sullivan
Inclusive Capital Partners, L.P.
572 Ruger Street, Suite B
San Francisco, CA 94129
 
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

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

July 31, 2020

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

 

(Page 1 of 7 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 29414J107 SCHEDULE 13DPage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

Inclusive Capital Partners, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,834,867

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,834,867

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,834,867

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.2%

14

TYPE OF REPORTING PERSON

PN, IA

         

 

 

CUSIP No. 29414J107 SCHEDULE 13DPage 3 of 7 Pages

 

 

1

NAME OF REPORTING PERSON

Jeffrey W. Ubben

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,834,867

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,834,867

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,834,867

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.2%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 29414J107 SCHEDULE 13DPage 4 of 7 Pages

 

 

Item 1. SECURITY AND ISSUER
   
  This statement on Schedule 13D (the "Schedule 13D") relates to the common units representing limited partnership interests (the "Common Units"), of Enviva Partners, LP, a Delaware limited partnership (the "Issuer"). The Issuer's principal executive offices are located at 7200 Wisconsin Ave, Suite 1000, Bethesda, MD 20814.

 

Item 2. IDENTITY AND BACKGROUND
   
(a)-(c), (f)

This Schedule 13D is being jointly filed by (i) Inclusive Capital Partners, L.P., a Delaware limited partnership ("In-Cap"), and (ii) Mr. Jeffrey W. Ubben, a United States citizen ("Mr. Ubben"). In-Cap and Mr. Ubben are sometimes also referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons".

In-Cap and Inclusive Capital Partners Spring Fund Manager, L.L.C., a Delaware limited liability company ("In-Cap Spring Fund Manager"), have been granted investment and voting discretion over the investments, including the Common Units, held by Inclusive Capital Partners Spring Master Fund, L.P. (f/k/a ValueAct Spring Master Fund, L.P.), a British Virgin Islands limited partnership ("In-Cap Spring Master Fund"). In-Cap acts as investment manager to In-Cap Spring Master Fund. The managing member of In-Cap Spring Fund Manager is Inclusive Capital Partners Holdco, L.P., a Delaware limited partnership ("In-Cap Holdco"). In-Cap is the GP of In-Cap Holdco. Inclusive Capital Partners, L.L.C., a Delaware limited liability company ("In-Cap LLC"), is the GP of In-Cap. Mr. Ubben is the controlling member of the management committee of In-Cap LLC.

In-Cap Spring Fund Manager, In-Cap Holdco and In-Cap LLC are sometimes also referred to herein individually as an "Instruction C Person" and collectively as the "Instruction C Persons". To the best of each of the Reporting Person's knowledge, none of the Instruction C Persons owns any Common Units, has transacted in the Common Units in the past 60 days, or is party to any contract or agreement that would require disclosure in this Schedule 13D.

   
  The filing of this statement should not be construed in and of itself as an admission by the Reporting Persons or Instruction C Persons as to beneficial ownership of the securities reported herein.
   
  The address of the business office of each of the Reporting Persons and Instruction C Persons is 572 Ruger Street, Suite B, San Francisco, CA 94129.

  

(d)-(e) During the last five (5) years, none of the Reporting Persons or the Instruction C Persons has: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
  The source of funds used for the purchase of the Issuer's securities was the working capital of In-Cap Spring Master Fund.  The aggregate purchase price of the Common Units held by In-Cap Spring Master Fund was approximately $148,372,288.  

 

   

 

CUSIP No. 29414J107 SCHEDULE 13DPage 5 of 7 Pages

 

Item 4. PURPOSE OF TRANSACTION
   
 

The Common Units to which this Schedule 13D relates were initially acquired for In-Cap Spring Master Fund based on the belief that the Common Units were undervalued and represented an attractive investment opportunity.

Mr. Ubben is a member of the board of directors of the general partner of the Issuer.

The Reporting Persons have had and anticipate having further discussions with officers and directors of the Issuer in connection with the Reporting Persons' investment in the Issuer. The topics of these conversations have covered and will cover a range of issues, including those relating to the business of the Issuer, management, board composition, investor communications, operations, capital allocation, dividend policy, financial condition, mergers and acquisitions strategy, overall business strategy, executive compensation, corporate governance and environmental and social matters related to the Issuer's business and stakeholders. The Reporting Persons may also have similar conversations with other unitholders or other interested parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors and may exchange information with any such persons or the Issuer pursuant to appropriate confidentiality or similar agreements (which may contain customary standstill provisions). The Reporting Persons may at any time reconsider and change their intentions relating to the foregoing. The Reporting Persons may also take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss or propose such actions with the Issuer's management and the board of directors of the Issuer, other unitholders of the Issuer, and other interested parties, such as those set out above.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Issuer's board of directors, price levels of the Common Units, liquidity requirements and other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional Common Units or other instruments that are based upon or relate to the value of the Common Units or the Issuer in the open market or otherwise, selling some or all of the securities reported herein, and/or engaging in hedging or similar transactions with respect to the Common Units.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Units and percentages of the Common Units beneficially owned by each Reporting Person. The percentages used in this Schedule 13D are calculated based upon 39,758,984 Common Units outstanding as of July 20, 2020 as reported in the Issuer's Prospectus filed by the Issuer with the Securities and Exchange Commission (the "SEC") on July 20, 2020.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Units as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) No transactions in the Common Units have been effected by the Reporting Persons during the past sixty (60) days.
   
(d) No person other than the Reporting Persons, the Instruction C Persons and In-Cap Spring Master Fund is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Units held by In-Cap Spring Master Fund.
   
(e) Not applicable.

 

   

 

CUSIP No. 29414J107 SCHEDULE 13DPage 6 of 7 Pages

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
   
 

On June 18, 2020, In-Cap Spring Master Fund entered into a Common Unit Purchase Agreement with the Issuer (the "Common Unit Purchase Agreement") which is disclosed as Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated June 18, 2020, and is incorporated herein by reference.

 

In-Cap Spring Master Fund entered into a Registration Rights Agreement with the Issuer (the "Registration Rights Agreement"), the form of which is disclosed as Exhibit A to Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated June 18, 2020, and is incorporated herein by reference.

 

In-Cap Spring Master Fund entered into a Lock-Up Agreement with the Issuer (the "Lock-Up Agreement"), the form of which is disclosed as Exhibit D to Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated June 18, 2020, and is incorporated herein by reference.

Except as otherwise described in this Schedule 13D there are, no contracts, arrangements, understandings or similar relationships with respect to the securities of the Issuer between any of the Reporting Persons or Instruction C Persons and any other person or entity.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Exhibit A: Joint Filing Agreement, dated August 4, 2020
   
Exhibit B: Common Unit Purchase Agreement (incorporated herein by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated June 18, 2020)
   
Exhibit C: Registration Rights Agreement (incorporated herein by reference to Exhibit A to Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated June 18, 2020).
   
Exhibit D: Lock-Up Agreement (incorporated herein by reference to Exhibit D to Exhibit 10.1 of the Issuer's Current Report on Form 8-K dated June 18, 2020)
   
   

 

CUSIP No. 29414J107 SCHEDULE 13DPage 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 4, 2020

 

 

  Inclusive Capital Partners, L.P.
     
  By: /s/  Anne T. Sullivan
  Name:       Anne T. Sullivan
  Title:       Chief Compliance Officer
     
     
  /s/  Jeffrey W. Ubben
  JEFFREY W. UBBEN
     
     

 

 

 

 

  

Exhibit A

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13(d)-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

 

Date: August 4, 2020

 

 

  Inclusive Capital Partners, L.P.
     
  By: /s/  Anne T. Sullivan
  Name:       Anne T. Sullivan
  Title:       Chief Compliance Officer
     
     
  /s/  Jeffrey W. Ubben
  JEFFREY W. UBBEN