Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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
| ||
| 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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 0; 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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 DISPOSI TIVE 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 15 of 17 Pages |
| Item 7. | Material to Be Filed as Exhibits. |
Item 7 of the Schedule 13D is amended as follows:
| 15 |
| CUSIP No. 29415B103 | SCHEDULE 13D | Page 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. 29415B103 | SCHEDULE 13D | Page 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 |