UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 8, 2019
Enviva Partners, LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-37363 |
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46-4097730 |
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(State or other jurisdiction
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(Commission
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(IRS Employer
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7200 Wisconsin Ave, Suite 1000
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20814 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code : (301) 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 ( see General Instruction A.2. below):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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. x
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading
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Name of each exchange on which registered |
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Common Units Representing Limited Partnership Interests |
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EVA |
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New York Stock Exchange |
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On July 8, 2019, Enviva Partners, LP (the “Partnership”) dismissed KPMG LLP (“KPMG”) as the Partnership’s independent registered public accounting firm. The dismissal of KPMG was approved by the Audit Committee of the Board of Directors of Enviva Partners GP, LLC, the Partnership’s general partner.
The reports of KPMG on the consolidated financial statements for the years ended December 31, 2017 and December 31, 2018 contained no adverse opinions or disclaimers of opinions and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:
KPMG’s report on the consolidated financial statements of the Partnership as of and for the year ended December 31, 2018, contained a separate paragraph stating “As discussed in Note 2 to the consolidated financial statements, the Partnership has changed its method of accounting for revenue effective January 1, 2018 due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) and its subsequent amendments”.
During the years ended December 31, 2017 and December 31, 2018, and the subsequent period through July 8, 2019, there were (i) no disagreements between the Partnership and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in KPMG’s reports on the Partnership’s consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Partnership provided KPMG with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior to the time the Report was filed with the U.S. Securities and Exchange Commission (the “SEC”). The Partnership requested that KPMG furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of KPMG’s letter, dated July 12, 2019, is attached hereto as Exhibit 16.1.
(b) Engagement of New Independent Registered Public Accounting Firm
On July 8, 2019, the Partnership appointed Ernst & Young LLP (“EY”) as the Partnership’s independent registered public accounting firm for the fiscal year ending December 31, 2019. During the fiscal years ended December 31, 2017 and December 31, 2018, respectively, and the subsequent period through July 8, 2019, neither the Partnership nor anyone acting on its behalf has consulted with EY on any of the matters or events set forth in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
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Exhibit
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Description |
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16.1 |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ENVIVA PARTNERS, LP |
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By: |
Enviva Partners GP, LLC, its general partner |
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Date: July 12, 2019 |
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By: |
/s/ Jason E. Paral |
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Name: |
Jason E. Paral |
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Title: |
Vice President, Associate General Counsel and Secretary |
July 12, 2019
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Enviva Partners, LP and, under the date of March 1, 2019, we reported on the consolidated financial statements of Enviva Partners, LP as of and for the years ended December 31, 2018 and 2017. On July 8, 2019, we were dismissed. We have read Enviva Partners, LP’s statements included under Item 4.01 of its Form 8-K dated July 12, 2019, and we agree with such statements, except that we are not in a position to agree or disagree with Enviva Partners, LP’s statement made in Item 4.01(a) that the change was approved by the Audit Committee of the Board of Directors of Enviva Partners GP, LLC, the Partnership’s general partner, and that we are not in a position to agree or disagree with Enviva Partners, LP’s statements made in Item 4.01(b).
Very truly yours,
/s/ KPMG LLP