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): January 27, 2021
Enviva Partners, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-37363 | 46-4097730 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
7200 Wisconsin Ave, Suite 1000
Bethesda, MD |
20814 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 657-5560
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:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication 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(s) |
Name
of each exchange on
which registered |
| Common Units | EVA | New York Stock Exchange |
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 ¨
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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2021, the board of directors of Enviva Partners GP, LLC, the general partner of Enviva Partners, LP (the “Partnership”), approved and adopted the Second Amendment (the “Second Amendment”) to the Enviva Partners, LP Long-Term Incentive Plan (the “LTIP”). Effective January 27, 2021, the Second Amendment (i) increased the number of common units of the Partnership that may be delivered with respect to awards under the LTIP by 1,000,000 common units (which brings the total number of common units that may be delivered under the LTIP to 3,450,000 common units) and (ii) extended the term of the LTIP until January 27, 2031.
A description of the material terms of the LTIP was included in an amendment to the Partnership’s Registration Statement on Form S-1/A filed with the U.S. Securities and Exchange Commission on April 20, 2015. In addition, the foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits.
|
Exhibit
Number |
Description | |
| 10.1 | Second Amendment to Enviva Partners, LP Long-Term Incentive Plan | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
1
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.
| ENVIVA PARTNERS, LP | ||
| By: | Enviva Partners GP, LLC, as its sole general partner | |
| Date: January 29, 2021 | ||
| By: | /s/ Jason E. Paral | |
| Name: | Jason E. Paral | |
| Title: | Vice President, Associate General Counsel and Secretary | |
2
Exhibit 10.1
SECOND AMENDMENT TO
ENVIVA PARTNERS, LP
LONG-TERM INCENTIVE PLAN
WHEREAS, Enviva Partners GP, LLC, a Delaware limited liability company (the “General Partner”), the general partner of Enviva Partners, LP, a Delaware limited partnership (the “Partnership”) has previously adopted the Enviva Partners, LP Long-Term Incentive Plan (the “Plan”); and
WHEREAS, the General Partner desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan shall be amended as follows, effective as of January 27, 2021 (the “Second Amendment Effective Date”):
1. The first sentence of Section 4(a) of the Plan shall be deleted and the following shall be substituted therefor:
“Subject to adjustment as provided in Section 4(c) and Section 7, the number of Units that may be delivered on and after January 27, 2021, with respect to Awards under the Plan is 3,450,000 (which number is inclusive of the Units underlying Awards outstanding under the Plan immediately prior to January 27, 2021).”
2. Section 9 of the Plan shall be deleted and the following shall be substituted therefor:
“Section 9. Term of the Plan. The Plan, as amended, shall be effective on January 27, 2021 and shall continue until the earliest of (i) the date terminated by the Board or the Committee, (ii) the date that all Units available under the Plan have been delivered to Participants, or (iii) January 27, 2031. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee under the Plan or an Award Agreement to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.”
3. As amended hereby, the Plan is specifically ratified and reaffirmed.
IN WITNESS WHEREOF, the undersigned has caused this Second Amendment to be executed on the Second Amendment Effective Date, effective for all purposes as provided above.
| ENVIVA PARTNERS GP, LLC | ||
| By: | /s/ Joseph N. Lane | |
| Name: Joseph N. Lane | ||
| Title: Executive Vice President, Human Capital | ||