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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/17/21 Enviva Partners, LP 8-K:5,7,9 12/17/21 11:211K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 33K 2: EX-99.1 Miscellaneous Exhibit HTML 11K 7: R1 Cover HTML 47K 9: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- tm2135754d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- eva-20211217_lab XML 96K 5: EX-101.PRE XBRL Presentations -- eva-20211217_pre XML 64K 3: EX-101.SCH XBRL Schema -- eva-20211217 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001104659-21-151182-xbrl Zip 15K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): i December 17, 2021
(Exact name of Registrant as specified in its charter)
| i Delaware | i 001-37363 | i 46-4097730 | ||
(State
or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
| i 7272
Wisconsin Ave., i Suite 1800 i Bethesda, i MD | i 20814 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( i 301) i 657-5660
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| i Common Units | i EVA | i New York Stock Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
C:
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 17, 2021, Enviva Partners, LP (“Enviva”) held a virtual special meeting of its unitholders (the “Special Meeting”). At the Special Meeting, Enviva’s unitholders voted on and approved matters relating to the proposed conversion of Enviva (the “Conversion”) from a Delaware limited partnership to a Delaware c-corporation named “Enviva Inc.” (the “Corporation”), which included proposals to approve (i) a Plan of Conversion that provides for and sets forth matters related to the Conversion (the “Plan of Conversion Proposal”) and (ii) if necessary, the adjournment of the Special Meeting to a later date or dates to solicit additional proxies in the event there are insufficient votes in favor of the Plan of Conversion Proposal (the “Adjournment Proposal”).
Prior to the Special Meeting, Enviva delivered a definitive proxy statement (the “Proxy Statement”) to its unitholders describing and providing information relating to the Special Meeting, the Conversion, the Plan of Conversion Proposal and the Adjournment Proposal. The Proxy Statement was filed by Enviva with the U.S. Securities and Exchange Commission on November 22, 2021.
As disclosed in the Proxy Statement, as of the close of business on November 19, 2021, the record date for the Special Meeting, there were 61,022,931 common units representing limited partner interests in Enviva (“common units”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 50,496,248 common units were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting. The following summarizes the final voting results for the Special Meeting proposals, each of which is more fully described in the Proxy Statement:
1. Plan of Conversion Proposal. Enviva’s unitholders approved the Plan of Conversion Proposal, which constituted approval of the Conversion. The voting results were as follows:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED |
| 50,372,392 | 78,541 | 45,315 |
2. Adjournment Proposal. Because Enviva’s unitholders approved the Plan of Conversion Proposal, the Adjournment Proposal was not called at the Special Meeting.
| Item 7.01 | Regulation FD. |
On December 17, 2021, Enviva issued a press release announcing the results of the Special Meeting and expected closing date of the Conversion. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference into this Item 7.01.
The information in Item 7.01 of this Current Report, including Exhibit 99.1, is being “furnished” and shall not be deemed to be “filed” by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Exhibit Description |
| 99.1 | Press Release dated December 17, 2021. |
| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENVIVA PARTNERS, LP |
| By: | Enviva Partners GP, LLC, as its sole general partner | |
| Date: December 17, 2021 | ||
| By: | /s/ Jason E. Paral | |
| Jason E. Paral | ||
| Vice President, Associate General Counsel, and Secretary |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 12/17/21 | 8-K, DEF 14A | ||
| 11/22/21 | DEF 14A | |||
| 11/19/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/02/22 Enviva Inc. 424B7 2:292K Toppan Merrill/FA 7/13/22 Enviva Inc. 424B7 2:290K Toppan Merrill/FA 3/29/22 Enviva Inc. 424B7 2:277K Toppan Merrill/FA 1/21/22 Enviva Inc. 424B5 1:1.3M Toppan Merrill/FA 1/19/22 Enviva Inc. 424B5 1:1.3M Toppan Merrill/FA 1/03/22 Enviva Inc. S-8 1/03/22 6:93K Toppan Merrill/FA |