SEC Form SC 13D/A filed by Enviva Inc. (Amendment)

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

(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)     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)     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)     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)     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)     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)     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)     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)     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)     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)     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)     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.

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 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 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.

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.

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.

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

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