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): February 15, 2024
| | | | | | | | | | | |
| Enviva Inc. |
| (Exact name of registrant as specified in its charter) |
|
| Delaware | 001-37363 | 46-4097730 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | |
| 7272 Wisconsin Ave. | Suite 1800 | | |
| Bethesda, | MD | | 20814 |
| (Address of principal executive offices) | | (Zip code) |
| | | | | |
| (301) | 657-5560 |
| (Registrant’s telephone number, including area code) |
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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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(s) | Name of each exchange on which registered |
| Common Stock | 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 8.01. Other Events.
Since November 9, 2023, Enviva Inc.’s (the “Company”) leadership and advisors have been actively engaged in negotiations with potential strategic partners, customers, and other stakeholders in connection with the Company’s previously announced comprehensive review of alternatives to strengthen its capital structure, augment liquidity, address contractual liabilities, and increase long-term profitability. As reported on January 16, 2024, the Company elected to take advantage of its contractual 30-day grace period and not make the semiannual interest payment of approximately $24.4 million (the “Interest Payment”) due on January 16, 2024, with respect to the Company’s outstanding 6.5% Senior Notes due 2026 (the “Senior Notes”).
During the 30-day grace period, the Company’s leadership and advisors have advanced discussions and negotiations with certain stakeholders in the Company’s capital structure. As of February 15, 2024, the Company entered into Forbearance Agreements (the “Forbearance Agreements”) with certain of the Company’s lenders, bondholders, and noteholders holding the requisite amount of the aggregate principal amount outstanding or committed under the applicable facilities (such parties, the “Forbearing Counterparties” and such facilities, the “Forbearing Facilities”).
Pursuant to each Forbearance Agreement, subject to the terms and conditions set forth therein, the Forbearing Counterparties agreed to forbear from exercising any of their rights and remedies, including with respect to an acceleration, under the applicable agreements governing the Forbearing Facilities during the Forbearance Period (as defined below), as a result of the Company’s failure to make the Interest Payment on the Senior Notes payable on January 16, 2024 and certain other specified events. The Forbearance Agreements will terminate on March 4, 2024 at 11:59 p.m. New York time unless extended or terminated earlier in the event of non-compliance with certain representations, covenants and other requirements set forth in the Forbearance Agreements (the “Forbearance Period”).
The Company intends to continue to negotiate with the Forbearing Counterparties and the Company’s customers and other stakeholders during the Forbearance Period. The Company cannot provide any assurance that the Company will reach any agreement with the Forbearing Counterparties or other stakeholders during the Forbearance Period or that the Forbearing Counterparties will agree to extend the Forbearance Period.
Cautionary Statements
This Current Report on Form 8-K (this “Current Report”) includes “forward-looking statements” within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. All statements included in this Current Report, other than historical facts, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report. Although the Company believes that the plans, intentions, and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions, or expectations will be achieved. Therefore, actual outcomes and results could differ materially from what is expressed, implied, or forecast in such statements.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
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| EXHIBIT NUMBER | DESCRIPTION |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
ENVIVA INC.
Date: February 16, 2024 By: /s/ Jason E. Paral
Name: Jason E. Paral
Title: Executive Vice President, General Counsel, and Secretary
