0001104659-23-028123.txt : 20230303 0001104659-23-028123.hdr.sgml : 20230303 20230302214337 ACCESSION NUMBER: 0001104659-23-028123 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20230303 DATE AS OF CHANGE: 20230302 GROUP MEMBERS: DAVID M. LEUSCHEN GROUP MEMBERS: PIERRE F. LAPEYRE, JR. GROUP MEMBERS: RIVERSTONE ECF GP, LLC GROUP MEMBERS: RIVERSTONE ECHO GP, LLC GROUP MEMBERS: RIVERSTONE ECHO PARTNERS, L.P. GROUP MEMBERS: RIVERSTONE ECHO PF HOLDINGS, L.P. GROUP MEMBERS: RIVERSTONE ECHO ROLLOVER GP, LLC GROUP MEMBERS: RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P. GROUP MEMBERS: RIVERSTONE HOLDINGS LLC GROUP MEMBERS: RIVERSTONE MANAGEMENT GROUP, L.L.C. GROUP MEMBERS: RIVERSTONE/GOWER MGMT CO HOLDINGS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Enviva Inc. CENTRAL INDEX KEY: 0001592057 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 464097730 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88876 FILM NUMBER: 23701519 BUSINESS ADDRESS: STREET 1: 7272 WISCONSIN AVE. STREET 2: SUITE 1800 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (301) 657-5560 MAIL ADDRESS: STREET 1: 7272 WISCONSIN AVE. STREET 2: SUITE 1800 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: Enviva Partners, LP DATE OF NAME CHANGE: 20131114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riverstone Echo Continuation Holdings, L.P. CENTRAL INDEX KEY: 0001817541 IRS NUMBER: 843829823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 tm238373d1_sc13d.htm SC 13D

 

 

 

United States
Securities and Exchange Commission

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 6)

 

 

 

Enviva Inc.

(Name of Issuer)

 

Common stock, par value $0.001 per share
(Title of Class of Securities)

 

29415B103
(CUSIP Number)

 

Chris Mathiesen

c/o Riverstone Holdings LLC

712 Fifth Avenue, 36th Floor

New York, NY 10019

(212) 993-0076

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

 

February 28, 2023
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

 

 

 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 1 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone Echo Rollover Holdings, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

PN

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 1 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 2 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone Echo Continuation Holdings, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

PN

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 2 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 3 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone Echo PF Holdings, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

PN

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 3 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 4 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone Echo Rollover GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

OO (Delaware limited liability company)

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 4 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 5 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone ECF GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

OO (Delaware limited liability company)

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 5 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 6 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone Echo Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

PN

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 6 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 7 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone Echo GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

OO (Delaware limited liability company)

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 7 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 8 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone Holdings LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

OO (Delaware limited liability company)

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 8 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 9 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone/Gower Mgmt Co Holdings, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

PN

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 9 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 10 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Riverstone Management Group, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

OO (Delaware limited liability company)

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 10 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 11 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

David M. Leuschen

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

IN

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 11 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 12 of 17 Pages

 

1

NAME OF REPORTING PERSON

 

Pierre F. Lapeyre, Jr.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a):  o

(b):  o

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

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

 

32,416,420 (1)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

32,416,420 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,416,420 (1)

12

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

 

o

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3% (2)

14

TYPE OF REPORTING PERSON

 

IN

       

(1)     Includes 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

(2)     The percentage is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

 12 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 13 of 17 Pages

 

Explanatory Note

 

This Amendment No. 6 (this “Amendment No. 6”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on December 28, 2015 (as amended to date, the “Schedule 13D”) with respect to the common stock, par value $0.001 per share (“Common Stock”) of Enviva Inc. (formerly Enviva Partners, LP) (the “Issuer”). Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 4.Purpose of the Transaction.

 

Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:

 

PIPE Investment

 

On February 28, 2023, Continuation Holdings, Rollover Holdings, and PF Holdings entered into subscription agreements (the “Subscription Agreements”) with the Issuer whereby the Issuer will sell an aggregate of 3,977,723 shares of Series A Preferred Stock of the Issuer, par value $0.001 per share (“Preferred Shares”), subject to adjustment for rounding, having the terms as set forth in the Issuer’s Certificate of Designations for Preferred Shares, in a private placement for gross proceeds of $150 million (the “Private Placement”). The Private Placement priced at the official closing price of the New York Stock Exchange (the “NYSE”) on March 1, 2023, which was $37.71 per share of Common Stock (the “Price Per Share”). Each Preferred Share is convertible into one share of Common Stock, subject to adjustment for any stock dividends, splits, combinations, and similar events, and will automatically convert in to Common Stock upon shareholder approval of the conversion. The closing of the Private Placement is expected to take place on or around March 20, 2023.

 

The Subscription Agreements contain customary representations, warranties, and covenants of the Issuer, Continuation Holdings, Rollover Holdings, and PF Holdings, including an agreement by the Issuer to seek stockholder approval of the conversion of the Preferred Shares to Common Stock.

 

Pursuant to the Subscription Agreements, the Issuer has agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with Continuation Holdings, Rollover Holdings, PF Holdings, and certain other accredited investors (together with Continuation Holdings, Rollover Holdings, and PF Holdings, the “Investors”) in connection with the closing of the Private Placement, pursuant to which the Issuer will agree to file and maintain a registration statement with respect to the resale of the Common Stock issuable upon conversion of the Preferred Shares on the terms set forth therein. The Registration Rights Agreement will also provide certain Investors with customary piggyback registration rights.

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

 

(a) — (b)

 

The percent of class provided for each Reporting Person below is based upon 71,587,825 shares of Common Stock, which includes (i) 67,610,102 shares of Common Stock outstanding as of February 24, 2023 (as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023) and (ii) 3,977,723 shares of Common Stock that are issuable upon the conversion of the Preferred Shares.

 

Reporting Person  Amount
beneficially
owned
   Percent
of class
   Sole power
to vote or
to direct
the vote
   Shared
power to vote
or to direct
the vote
   Sole power
to dispose or
to direct the
disposition
   Shared
power to
dispose or to
direct the
disposition
 
Riverstone Echo Rollover Holdings, L.P.    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Riverstone Echo Continuation Holdings, L.P.    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Riverstone Echo PF Holdings, L.P.    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Riverstone Echo Rollover GP, LLC    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Riverstone ECF GP, LLC    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Riverstone Echo Partners, L.P.    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Riverstone Echo GP, LLC    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Riverstone Holdings LLC    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Riverstone/Gower Mgmt Co Holdings, L.P.    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Riverstone Management Group, L.L.C.    32,416,420    45.3%   0    32,416,420    0    32,416,420 
David M. Leuschen    32,416,420    45.3%   0    32,416,420    0    32,416,420 
Pierre F. Lapeyre, Jr.    32,416,420    45.3%   0    32,416,420    0    32,416,420 

 

 13 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 14 of 17 Pages

 

Continuation Holdings is the record holder of 13,733,914 shares of Common Stock and Preferred Shares convertible into 1,969,002 shares of Common Stock. Rollover Holdings is the record holder of 2,562,241 shares of Common Stock and Preferred Shares convertible into 267,869 shares of Common Stock. PF Holdings is the record holder of 12,142,542 shares of Common Stock and Preferred Shares convertible into 1,740,852 shares of Common Stock. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. (“Riverstone Management”), and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management, which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P., which is the sole member of Riverstone Holdings LLC, which is the sole member of Riverstone Echo GP, LLC, which is the general partner of Riverstone Echo Partners, L.P., which is the sole member of each of Riverstone ECF GP, LLC (“ECF GP”) and Riverstone Echo Rollover GP, LLC (“Echo Rollover GP”). ECF GP is the general partner of each of Continuation Holdings and PF Holdings. Echo Rollover GP is the general partner of Rollover Holdings.

 

(c)   Since January 10, 2022, Continuation Holdings, Rollover Holdings, and PF Holdings received 309,448 shares of Common Stock, 57,733 shares of Common Stock, and 273,593 shares of Common Stock, respectively, pursuant to the Support Agreement requiring the reinvestment of regular quarterly distributions or dividends. None of the Reporting Persons have effected any transactions in the Common Stock of the Issuer during the 60 days preceding the date of this Amendment No. 6, except as described in Item 4 and this Item 5 of this Schedule 13D, which information is incorporated herein by reference.

 

(d)   None.

 

(e)   None.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 6, as applicable.

 

Voting Agreement

 

In connection with the Private Placement, Continuation Holdings, Rollover Holdings, PF Holdings, and the Investors entered into a Voting Agreement, dated as of February 28, 2023 (the “Voting Agreement”), pursuant to which the Investors agreed to, among other things, at a vote of the shareholders of the Issuer, vote all shares of Common Stock held by the Investors and their affiliates in favor of the conversion of the Preferred Shares into shares of Common Stock and such other proposals related thereto. In connection therewith, each Investor agreed to not transfer, and to not permit any controlled affiliate to transfer, any shares of Common Stock of the Issuer until the date of the conversion of such Preferred Shares into Common Stock of the Issuer.

 

This summary is qualified by the actual terms of the Subscription Agreements, the Registration Rights Agreement, and the Voting Agreement, which are filed as exhibits to this Schedule 13D and incorporated herein by reference.

 

 14 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 15 of 17 Pages

 

Item 7.Material to Be Filed as Exhibits.

 

Item 7 of the Schedule 13D is amended as follows:

 

Exhibit Number  Description of Exhibit
1  Power of Attorney, dated as of March 2, 2023, granted by Pierre F. Lapeyre, Jr. and David M. Leuschen
    
2  Joint Filing Agreement, dated as of March 2, 2023, among Riverstone Echo Rollover Holdings, L.P., Riverstone Echo Continuation Holdings, L.P., Riverstone Echo PF Holdings, L.P., Riverstone Echo Rollover GP, LLC, Riverstone ECF GP, LLC, Riverstone Echo Partners, L.P., Riverstone Echo GP, LLC, Riverstone Holdings LLC, Riverstone/Gower Mgmt Co Holdings, L.P., Riverstone Management Group, L.L.C., David M. Leuschen and Pierre F. Lapeyre, Jr.
    
3  Form of Subscription Agreement, dated as of February 28, 2023, by and among Enviva Inc., Riverstone Echo Continuation Holdings, L.P., Riverstone Echo PF Holdings, L.P., Riverstone Echo Rollover Holdings, L.P. and the other parties thereto (filed as Exhibit 1.1 to the Form 8-K filed by the Issuer on March 2, 2023 and incorporated herein by reference)
    
4  Form of Registration Rights Agreement, by and among Enviva Inc., Riverstone Echo Continuation Holdings, L.P., Riverstone Echo PF Holdings, L.P., Riverstone Echo Rollover Holdings, L.P. and the other parties thereto (filed as Exhibit 1.2 to the Form 8-K filed by the Issuer on March 2, 2023 and incorporated herein by reference)
    
5  Voting Agreement, dated as of February 28, 2023, by and among Riverstone Echo Continuation Holdings, L.P., Riverstone Echo PF Holdings, L.P., Riverstone Echo Rollover Holdings, L.P. and the other parties thereto

 

 15 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 16 of 17 Pages

 

SIGNATURES

 

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

 

Dated: March 2, 2023

 

  RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P.
  By Riverstone Echo Rollover GP, LLC, its general Partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P.
  By Riverstone ECF GP, LLC, its general partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECHO PF HOLDINGS, L.P.
  By Riverstone ECF GP, LLC, its general partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECHO ROLLOVER GP, LLC
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECF GP, LLC
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECHO PARTNERS, L.P.
  By Riverstone Echo GP, LLC, its general partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECHO GP, LLC
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director

 

 16 

 

 

CUSIP No. 29415B103SCHEDULE 13DPage 17 of 17 Pages

 

  RIVERSTONE HOLDINGS LLC
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Authorized Person
     
  RIVERSTONE/GOWER MGMT CO HOLDINGS, L.P.
  By: Riverstone Management Group, L.L.C., its general partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Manager
     
  RIVERSTONE MANAGEMENT GROUP, L.L.C.
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Manager
     
  /s/ Peter Haskopoulos, attorney-in-fact
  David M. Leuschen
     
  /s/ Peter Haskopoulos, attorney-in-fact
  Pierre F. Lapeyre, Jr.

 

 17 

EX-1 2 tm238373d1_ex1.htm EX-1

Exhibit 1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Peter Haskopoulos as the undersigned’s true and lawful attorney-in-fact to:

 

1. execute for and on behalf of the undersigned with respect to Tritium DCFC Limited (“Tritium”) and/or Enviva, Inc. (“Enviva”), Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder;

2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules 13D or 13G or Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by Tritium or Enviva (or their respective successors), unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of March, 2023.

 

 

  /s/ Pierre F. Lapeyre, Jr.
  Name: Pierre F. Lapeyre, Jr.
   
   
  /s/ David M. Leuschen
  Name: David M. Leuschen

 

 

EX-2 3 tm238373d1_ex2.htm EX-2

Exhibit 2

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D and any amendment thereto with respect to the ordinary shares beneficially owned by each of them of Enviva Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D or any amendment thereto.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 2nd day of March, 2023.

 

  RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P.
  By Riverstone Echo Rollover GP, LLC, its general Partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P.
  By Riverstone ECF GP, LLC, its general partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECHO PF HOLDINGS, L.P.
  By Riverstone ECF GP, LLC, its general partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECHO ROLLOVER GP, LLC
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECF GP, LLC
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE ECHO PARTNERS, L.P.
  By Riverstone Echo GP, LLC, its general partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director

 

 

 

 

  RIVERSTONE ECHO GP, LLC
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
     
  RIVERSTONE HOLDINGS LLC
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Authorized Person
     
  RIVERSTONE/GOWER MGMT CO HOLDINGS, L.P.
  By: Riverstone Management Group, L.L.C., its general partner
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Manager
     
  RIVERSTONE MANAGEMENT GROUP, L.L.C.
     
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Manager
     
  /s/ Peter Haskopoulos, attorney-in-fact
  David M. Leuschen
     
  /s/ Peter Haskopoulos, attorney-in-fact
  Pierre F. Lapeyre, Jr.

 

 

EX-5 4 tm238373d1_ex5.htm EX-5

 

Exhibit 5

 

VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”), dated as of February 28, 2023, is entered into by and among each of the persons signatory hereto (each such person, a “Party”, and collectively, the “Parties”).

 

RECITALS

 

WHEREAS, pursuant to those Subscription Agreements (the “Subscription Agreements”), each dated as of the date hereof, by and among Enviva Inc., a Delaware corporation (hereinafter called “EVA”), the Parties, and certain other investors (the “Subscribers”), the Subscribers have agreed to purchase, and EVA has agreed to sell, equity securities of EVA;

 

WHEREAS, pursuant to the Subscription Agreements, the equity securities purchased by the Subscribers may be Series A Preferred Stock, which will convert into common stock (the “Preferred Conversion”) upon satisfaction of certain conditions, which may include shareholder approval as required by Rule 312.03 of the NYSE Listed Company Manual (“Shareholder Approval”); and

 

WHEREAS, subject to the terms and conditions herein, the Parties desire to agree to certain voting arrangements and transfer restrictions with respect to the shares of EVA common stock (the “EVA Shares”) held by such Shareholders and their respective Affiliates (as defined below) as further described herein.

 

NOW THEREFORE, in consideration of the premises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

 

AGREEMENTS

 

Article 1
VOTING

 

Section 1.1            Voting. Each Party agrees that, if EVA seeks Shareholder Approval, such Party shall, and shall cause such Party’s Affiliates to, vote all EVA Shares then held (directly or indirectly) by such Party or such Party’s Affiliates (whether acquired in the public market, held as of the date hereof, or otherwise) in favor of the Preferred Conversion and such other proposals related thereto.

 

Section 1.2            Transfer Restrictions. Each Party agrees that such Party shall not, and shall not permit any controlled Affiliate of such Party to, Transfer any EVA Shares held (directly or indirectly) by such Party or such Party's Affiliates (whether acquired in the public market or otherwise) until the date of the Preferred Conversion; provided, however, the foregoing restrictions shall not apply to Transfers between or among a Party and its Affiliates provided that in the case of a Transfer from a Party to one or more of such Party’s Affiliates each such transferee executes and delivers to the other Parties a joinder pursuant to which such transferee shall become a Party for purposes of this Agreement.

 

 

 

 

Article 2 

MISCELLANEOUS

 

Section 2.1            Entire Agreement. This Agreement supersedes all prior oral discussions and written agreements among the Parties with respect to the subject matter of this Agreement. This Agreement contains the sole and entire agreement among the Parties hereto with respect to the subject matter hereof.

 

Section 2.2            Successors and Assigns.

 

(a)          All of the terms of this Agreement will be binding upon, and inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns.

 

(b)          Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assignable by a Party without the prior written consent of the other Parties; provided, that any Party may assign such rights, interests or obligations to an Affiliate pursuant to a transfer of EVA Shares made in accordance with Section 1.2 .

 

Section 2.3          Amendments and Waivers. All amendments to this Agreement, or waivers of the obligations of any party under this Agreement, must be in writing and signed by each of the Parties. The waiver by any Party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach. Except as otherwise expressly provided herein, no failure to exercise, delay in exercising, or single or partial exercise of any right, power, or remedy by a Party, and no course of dealing between the Parties, shall constitute a waiver of any such right, power, or remedy.

 

Section 2.4         Notices. Unless otherwise provided herein, all notices, requests, consents, approvals, demands, and other communications to be given hereunder will be in writing and will be deemed given upon (a)  confirmed delivery by a reputable overnight carrier or when delivered by hand, addressed to the respective Parties listed below at the following addresses (or such other address for a Party hereto as will be specified by like notice); (b) actual receipt; (c) the expiration of four (4) Business Days after the day when mailed by registered or certified mail (postage prepaid, return receipt requested), addressed to the respective Parties listed below at the following addresses (or such other address for a Party hereto as will be specified by like notice); or (d) delivery by electronic mail to a Party at the electronic mail address set forth in such Party’s Subscription Agreement (or at such other address as such Party shall designate by like notice).

 

Section 2.5          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof.

 

Section 2.6           Dispute Resolution; Waiver of Jury Trial.

 

(a)          Each of the Parties (i) consents to submit itself to the exclusive personal jurisdiction and venue of any U.S. federal court located in the State of Delaware or any Delaware state court with respect to any suit relating to or arising out of this Agreement or any of the transactions contemplated hereby, (ii) agrees it will not attempt to defeat or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees it will not bring any such suit in any court other than a U.S. federal or state court sitting in the State of Delaware, (iv) irrevocably agrees any such suit (whether at law, in equity, in contract, in tort, or otherwise) shall be heard and determined exclusively in such U.S. federal or state court sitting in the State of Delaware, (v) agrees to service of process in any such action in any manner prescribed by the laws of the State of Delaware, and (vi) agrees service of process upon such Party in any action or proceeding shall be effective if notice is given in accordance with Section 2.4.

 

2 

 

 

(b)          EACH PARTY ACKNOWLEDGES AND AGREES ANY SUCH CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

Section 2.7         Severability. In the event any of the provisions hereof are held to be invalid or unenforceable under applicable laws, the remaining provisions hereof will not be affected thereby. In such event, the Parties hereto agree and consent such provisions and this Agreement will be modified and reformed so as to effect the original intent of the Parties as closely as possible with respect to those provisions that were held to be invalid or unenforceable.

 

Section 2.8          Rights of Third Parties. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the Parties, any right or remedies under or by reason of this Agreement.

 

Section 2.9         Counterparts. This Agreement may be executed by electronic mail exchange of .pdf signature pages and in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party hereto and delivered (including by electronic mail exchange of .pdf signature pages) to the other Parties hereto.

 

Section 2.10       Specific Performance. The Parties agree if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur and money damages may not be a sufficient remedy. In addition to any other remedy at law or in equity, each Party shall be entitled to specific performance by each other Party of its obligations under this Agreement and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy.

 

Section 2.11       Certain Definitions. For purposes of this Agreement, the term “Affiliate” means with respect to a person, any other person controlling, controlled by, or under common control with such person, and “control”, including the correlative terms “controlling”, “controlled by”, and “under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through ownership of voting securities, by contract or otherwise; and the term “Transfer” means the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase, or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

 

[The remainder of this page has been left blank intentionally; the signature pages follow.]

 

3 

 

 

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

 

 

  RIVERSTONE ECHO CONTINUATION HOLDINGS, L.P.
   
  By: RIVERSTONE HOLDINGS, LLC
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
   
  RIVERSTONE ECHO PF HOLDINGS, L.P.
   
  By: RIVERSTONE HOLDINGS, LLC
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
   
  RIVERSTONE ECHO ROLLOVER HOLDINGS, L.P.
   
  By: RIVERSTONE HOLDINGS, LLC
   
  By: /s/ Peter Haskopoulos
  Name: Peter Haskopoulos
  Title: Managing Director
   
  INCLUSIVE CAPITAL PARTNERS, L.P.
   
  By: /s/ Philippe Pradel
  Name: Philippe Pradel
  Title: Chief Compliance Officer and Legal Counsel

 

 

 

 

  DOWNSTREAM OPPORTUNITIES II, LLC
   
  By: BTG PACTUAL OPEN ENDED CORE U.S. TIMBERLAND FUND, LP, its sole member
  By: BTG Pactual Open Ended Core U.S. Timberland Fund GP, LLC, its general partner
   
  By: /s/ Mitchell Kosches
  Name: Mitchell Kosches
  Title: Chief Compliance Officer
   
  Ralph Alexander
   
    /s/ Ralph Alexander
   
  John C. Bumgarner, Jr.
   
    /s/ John C. Bumgarner, Jr.
   
  Gary L. Whitlock
   
    /s/ Gary L. Whitlock
   
  John K. Keppler
   
    /s/ John K. Keppler
   
  Thomas Meth
   
    /s/ Thomas Meth