S-8

As filed with the Securities and Exchange Commission on January 29, 2019

Registration No. 333-    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ENVIVA PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		46-4097730 (I.R.S. Employer Identification No.)
	7200 Wisconsin Ave, Suite 1000 Bethesda, MD 20814

(Address, including zip code, of registrant’s principal executive offices)

ENVIVA Partners, LP Long-Term Incentive Plan

(Full title of the plan) 

William H. Schmidt, Jr.

7200 Wisconsin Ave, Suite 1000

Bethesda, MD 20814

(301) 657-5560

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer	¨	Accelerated filer  x
Non-accelerated filer	¨ (Do not check if smaller reporting company)	Smaller Reporting Company ¨
Emerging Growth Company	x (Do not check if smaller reporting company)

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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).     x

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per unit (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Common units representing limited partner interests	1,861,818	$37.635	$70,069,520.43	$9,095.02

(1) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement on Form S-8 (this “Registration Statement”) shall be deemed to cover an indeterminate number of additional Common Units (defined below) that may become issuable pursuant to the adjustment provisions of the Enviva Partners, LP Long-Term Incentive Plan (as amended from time to time, the “Plan”).

(2) Enviva Partners, LP (the “Registrant”) is filing this Registration Statement to register an aggregate of 1,861,818 common units representing limited partner interests of the Registrant (the “Common Units”) that may be delivered with respect to awards under the Plan, which consist of Common Units reserved and available for delivery with respect to awards under the Plan and Common Units that may again become available for delivery with respect to awards under the Plan pursuant to the unit counting, unit recycling and other terms and conditions of the Plan.

(3) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act. The price for the Common Units being registered hereby is based on a price of $37.635, which is the average of the high and low sale prices of a Common Unit on January 23, 2020, as reported on the New York Stock Exchange.

EXPLANATORY NOTE AND STATEMENT OF INCORPORATION BY REFERENCE

On January 29, 2020, the board of directors of Enviva Partners GP, LLC, a Delaware limited liability company and the general partner of the Registrant, approved the first amendment to the Plan (the “First Amendment”) that increased the total number of Common Units that may be utilized for awards pursuant to the Plan to 2,450,000. This Registration Statement is being filed in accordance with General Instruction E of Form S-8 for the purpose of registering the issuance of an additional 1,861,818 Common Units under the Plan.

As permitted by General Instruction E of Form S-8, the contents of the Registrant’s Form S-8 registration statement (File No. 333-203756), filed with the Securities and Exchange Commission on April 30, 2015, relating to the Plan is hereby incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Description
4.1	First Amended and Restated Agreement of Limited Partnership of Enviva Partners, LP, dated May 4, 2015, by Enviva Partners GP, LLC (Exhibit 3.1, Form 8-K filed May 4, 2015, File No. 001-37363)
4.2	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Enviva Partners, LP, effective as of December 18, 2017, by Enviva Partners GP, LLC (Exhibit 3.1, Form 8-K filed December 21, 2017)
4.3	Enviva Partners, LP Long-Term Incentive Plan (Exhibit 4.3, Form S-8 Registration Statement filed April 30, 2015, File No. 333-203756)
4.4*	First Amendment to Enviva Partners, LP Long-Term Incentive Plan
5.1*	Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
23.1*	Consent of KPMG LLP
23.2*	Consent of KPMG LLP
23.3*	Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1 hereto)
24.1*	Powers of Attorney (included on the signature page hereof)

*               Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on January 29, 2020.

ENVIVA Partners, LP
By:	Enviva Partners GP, LLC,
	as its sole general partner
By:	/s/ Jason E. Paral
	Jason E. Paral
	Vice President, Associate General Counsel, Chief Compliance Officer and Secretary

POWER OF ATTORNEY

Each person whose signature appears below appoints William H. Schmidt, Jr. and Jason E. Paral, and each of them, either of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.

Signature	Title	Date
/s/ John K. Keppler	Chairman, President and Chief Executive Officer	January 29, 2020
John K. Keppler	(Principal Executive Officer)
/s/ Shai S. Even	Executive Vice President and Chief Financial Officer	January 29, 2020
Shai S. Even	(Principal Financial and Accounting Officer)
/s/ Ralph Alexander	Director	January 29, 2020
Ralph Alexander
/s/ John C. Bumgarner, Jr.	Director	January 29, 2020
John C. Bumgarner, Jr.
/s/ Jim H. Derryberry	Director	January 29, 2020
Jim H. Derryberry
/s/ Robin J. A. Duggan	Director	January 29, 2020
Robin J. A. Duggan
/s/ Christopher B. Hunt	Director	January 29, 2020
Christopher B. Hunt
/s/ William K. Reilly	Director	January 29, 2020
William K. Reilly
/s/ Gary L. Whitlock	Director	January 29, 2020
Gary L. Whitlock
/s/ Carl L. Williams	Director	January 29, 2020
Carl L. Williams
/s/ Janet S. Wong	Director	January 29, 2020
Janet S. Wong

EX-4.4

Exhibit 4.4

FIRST AMENDMENT TO

ENVIVA PARTNERS, LP

LONG-TERM INCENTIVE PLAN

WHEREAS, Enviva Partners GP, LLC, a Delaware limited liability company (the “General Partner”), the general partner of Enviva Partners, LP, a Delaware limited partnership (the “Partnership”) has previously adopted the Enviva Partners, LP Long-Term Incentive Plan (the “Plan”); and

WHEREAS, the General Partner desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan shall be amended as follows, effective as of January 29, 2020 (the “Amendment Effective Date”):

1.The first sentence of Section 4(a) of the Plan shall be deleted and the following shall be substituted therefor:

“Subject to adjustment as provided in Section 4(c) and Section 7, the number of Units that may be delivered with respect to Awards under the Plan is 2,450,000 (which number is inclusive of the Units authorized under the Plan prior to January 29, 2020).”

2.Section 8(b) of the Plan shall be deleted and the following shall be substituted therefor:

“(b)     Tax Withholding. Unless other arrangements have been made that are acceptable to the General Partner or any of its Affiliates, the General Partner or any Affiliate of the General Partner is authorized to deduct, withhold, or cause to be deducted or withheld, from any Award, from any payment due or transfer made under any Award or from any compensation or other amount owing to a Participant the amount (in cash, Units, including Units that would otherwise be issued pursuant to such Award, or other property) of any applicable taxes payable in respect of the grant or settlement of an Award, its exercise, the lapse of restrictions thereon, or any other payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the General Partner or any Affiliate of the General Partner to satisfy its withholding obligations for the payment of such taxes. In the event that Units that would otherwise be issued pursuant to an Award are used to satisfy such withholding obligations, the maximum number of Units that may be so withheld or surrendered shall be the number of Units that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the General Partner or any of its Affiliates with respect to such Award, as determined by the Committee.”

3.Section 9 of the Plan shall be deleted and the following shall be substituted therefor:

“Section 9.     Term of the Plan. The Plan, as amended by the First Amendment to the Plan, shall be effective on January 29, 2020 and shall continue until the earliest of (i) the date terminated by the Board or the Committee, (ii) the date that all Units available under the Plan have been delivered to Participants, or (iii) January 29, 2030. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee under the Plan or an Award Agreement to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.”

4.As amended hereby, the Plan is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the undersigned has caused this First Amendment to be executed on the Amendment Effective Date, effective for all purposes as provided above.

ENVIVA PARTNERS GP, LLC
By:	/s/ Joseph N. Lane
Name:	Joseph N. Lane
Title:	Executive Vice President, Human Capital

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EX-5.1

Exhibit 5.1

 

January 29, 2020

Enviva Partners, LP

7200 Wisconsin Ave, Suite 1000

Bethesda, Maryland 20814

Ladies and Gentlemen:

We have acted as counsel for Enviva Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the Partnership’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 1,861,818 of the Partnership’s common units, which represent limited partnership interests (the “Units”), pursuant to the Partnership’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on January 29, 2020, which Units may be issued from time to time in accordance with the terms of the Enviva Partners, LP Long-Term Incentive Plan (as amended from time to time, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Partnership and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the general partner of the Partnership, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinion, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Partnership.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Units will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Units have been duly authorized and, when the Units are issued by the Partnership in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, which govern the awards to which any Unit relates, the Units will be validly issued, fully paid (to the extent required by the Partnership’s partnership agreement) and non-assessable, except as such nonassessability may be limited by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act or within the Partnership’s partnership agreement.

This opinion is limited in all respects to the Delaware Revised Uniform Limited Partnership Act. We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai Hong Kong Houston London New York Richmond Riyadh San Francisco Tokyo Washington   Trammell Crow Center, 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel +1.214.220.7700 Fax +1.214.220.7716 www.velaw.com

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This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Vinson & Elkins LLP

Vinson & Elkins L.L.P.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Enviva Partners, LP and Subsidiaries:

We consent to the use of our report dated March 1, 2019, with respect to the consolidated balance sheets of Enviva Partners, LP and subsidiaries as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income, changes in partners’ capital, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively the consolidated financial statements), incorporated by reference herein. The audit report covering the December 31, 2018 consolidated financial statements refers to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) and its subsequent amendments.

	/s/ KPMG LLP
McLean, Virginia
January 29, 2020

EX-23.2

Exhibit 23.2

Consent of Independent Auditors

We consent to the use of our report dated June 17, 2019, with respect to the consolidated balance sheets of Enviva Wilmington Holdings, LLC and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of operations, members’ capital, and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes, incorporated by reference herein.

	/s/ KPMG LLP
McLean, Virginia
January 29, 2020