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VA Partners I, LLC, et al. – ‘SC 13G’ on 2/14/20 re: Enviva Partners, LP

On:  Friday, 2/14/20, at 4:15pm ET   ·   Accession #:  1418812-20-13   ·   File #:  5-88876

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer

 2/14/20  VA Partners I, LLC                SC 13G                 1:130K Enviva Partners, LP
          Valueact Capital Management, L.P.
          ValueAct Capital Management, LLC
          Valueact Holdings GP, LLC
          Valueact Holdings II, L.P.

Statement of Acquisition of Beneficial Ownership by a Passive Investor   —   Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Acquisition of Beneficial Ownership    HTML     70K 
                by a Passive Investor                                            


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G*
(Rule 13d-102)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO.     )*

Enviva Partners, LP
(Name of Issuer)
 
Common Units
(Title of Class of Securities)
 
(CUSIP Number)
 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

X Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page. Beneficial ownership information contained herin is given as of the date listed above.

The information required in 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).
 

 
1

1
NAMES OF REPORTING PERSONS
 
 
ValueAct Capital Management, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)X
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 2,104,261
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,104,261
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  2,104,261
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 

 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 6.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 

4

1
NAMES OF REPORTING PERSONS
 
 
ValueAct Capital Management, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)X
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 2,104,261
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,104,261
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  2,104,261
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 

 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 6.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
00 (LLC)
 
 
 
 

5

1
NAMES OF REPORTING PERSONS
 
 
ValueAct Holdings II, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)X
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 2,104,261
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,104,261
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  2,104,261
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 

 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 6.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 

6

1
NAMES OF REPORTING PERSONS
 
 
ValueAct Holdings GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)X
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 2,104,261
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 2,104,261
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
  2,104,261
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 

 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 6.3%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
00 (LLC)
 
 
 
 

8


SCHEDULE 13G
              This Schedule 13G relating to common units (“Common Units”) of Enviva Partners, L.P., a limited partnership formed in Delaware (the “Limited Partnership”), is being filed on behalf of ValueAct Capital Management, L.P., ValueAct Capital Management, LLC, ValueAct Holdings II, L.P., and ValueAct Holdings GP, LLC (collectively, the “Reporting Persons”).

              This Schedule 13G relates to Common Units of the Limited Partnership held for the account of ValueAct Spring Master Fund, L.P., for which ValueAct Capital Management, L.P. acts as investment manager.  ValueAct Management, LLC is the general partner of ValueAct Capital Management, L.P.  ValueAct Holdings II, L.P. is the majority owner of the membership interests of ValueAct Management, LLC and ValueAct Holdings GP, LLC is the general partner of ValueAct Holdings II, L.P.

The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Common Shares reported herein.  Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any shares of Common Units, if applicable.

Item 1(a).
Name of Issuer:

 Enviva Partners, LP
 
Item 1(b). Address of Issuer's Principal Executive Offices:
                     
                       7200 Wisconsin Ave, Suite 1000, Bethesda, Maryland 20814.
 
Item 2(a). Name of Person Filing:

ValueAct Capital Management, L.P.
ValueAct Capital Management, LLC
ValueAct Holdings II, L.P.
ValueAct Holdings GP, LLC

Item 2(b). Address of Principal Business Office or, if none, Residence:

The address of the principal business and principal office of each of the Reporting Persons is One Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.

9

Item 2(c). Citizenship:

ValueAct Capital Management, L.P. is a limited partnership organized under the laws of the State of Delaware.
ValueAct Capital Management, LLC is a limited liability company organized under the laws of the State of Delaware.
ValueAct Holdings II, L.P. is a limited partnership organized under the laws of the State of Delaware.
ValueAct Holdings GP, LLC is a limited liability company organized under the laws of the State of Delaware. 

Item 2(d). Title of Class of Securities:

 Common Units

 
Item 2(e). CUSIP Number:
                     
                       29414J107

Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):


(a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);


(b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);


(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);


(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);


(e) X Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);


(f) ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);


(g) X Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);


(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);


(i) ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);


(j) ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);


(k) ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .
 
10

Item 4. Ownership.


(a)
Amount beneficially owned: 
                               
ValueAct Capital Management, L.P. may be deemed beneficial owner of 2,104,261 common units.
ValueAct Capital  Management, LLC may be deemed beneficial owner of 2,104,261 common units.
ValueAct Holdings II, L.P. may be deemed beneficial owner of 2,104,261 common units.
ValueAct Holdings GP, LLC may be deemed beneficial owner of 2,104,261 common units.


(b)
Percent of class:


                              The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.  The percentages reported herein are calculated on the basis of there being 33,456,811 shares of Common Units outstanding as of October 25, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Limited Partnership with the SEC on October 31, 2019.


(c)
Number of shares as to which the person has:
                                                          The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 Not applicable.

Item 8. Identification and Classification of Members of the Group.

 Not applicable.

Item 9. Notice of Dissolution of Group.

 Not applicable.
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Item 11.  Material to Be Filed as Exhibits.
 

                       (1)  Joint Filing Agreement
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

POWER OF ATTORNEY
 
  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below on this Schedule 13G hereby constitutes and appoints Jeffrey W. Ubben, Bradley E. Singer, G. Mason Morfit and Jason Breeding, and each of them, with full power to act without the other, his or its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or it and in his or its name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to this Schedule 13G, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or it might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

11

 
Dated: February 14, 2020
 
 
ValueAct Capital Management, L.P., by ValueAct Capital Management, LLC its General Partner
   
 
By:
   
   
Title:    Chief Operating Officer
 
Dated: February 14, 2020
 
 
ValueAct Capital Management, LLC
   
 
By:
   
   
Title:    Chief Operating Officer

Dated: February 14, 2020
 
 
ValueAct Holdings II, L.P., by ValueAct Holdings GP, LLC, its General Partner
   
 
By:
   
   
Title:    Chief Operating Officer
 
Dated: February 14, 2020

 
ValueAct Holdings GP, LLC
   
 
By:
   
   
Title:    Chief Operating Officer
 
12


Exhibit 1
 
JOINT FILING UNDERTAKING

The undersigned parties hereby agree that the Schedule 13G filed herewith (and any amendments thereto) relating to the Common Units of the Limited Partnership, is being filed jointly on behalf of each of them.
 
Dated: February 14, 2020
 
 
ValueAct Capital Management, L.P., by ValueAct Capital Management, LLC its General Partner
   
 
By:
   
   
Title:    Chief Operating Officer
 
Dated: February 14, 2020
 
 
ValueAct Capital Management, LLC
   
 
By:
   
   
Title:    Chief Operating Officer

Dated: February 14, 2020
 
 
ValueAct Holdings II, L.P., by ValueAct Holdings GP, LLC, its General Partner
   
 
By:
   
   
Title:    Chief Operating Officer
 
Dated: February 14, 2020

 
ValueAct Holdings GP, LLC
   
 
By:
   
   
Title:    Chief Operating Officer
 
13

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing    Date    Other Filings
Filed on:2/14/204
12/31/19
10/31/1910-Q,  4
10/25/19SC 13D/A
 List all Filings 
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