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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): May 6, 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 1.01 |
Entry into a Material Definitive Agreement. |
As previously disclosed, on
March 12, 2024, Enviva Inc., a Delaware corporation (the “Company”) and certain subsidiaries of the Company
(collectively, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”)
for reorganization under Chapter 11 (“Chapter 11”) of Title 11 of the
United States Code in the United States Bankruptcy Court for the Eastern District of Virginia (the “Bankruptcy Court”).
The Company also filed motions with the Bankruptcy Court seeking joint administration of the Debtors’ cases under the caption In
re Enviva Inc., et al., Case No. 24-10453 (the “Chapter 11 Cases”).
On March 15, 2024, the Debtors
entered into a Debtor-in-Possession Credit and Note Purchase Agreement (the “DIP Credit Agreement”) by and among
the Company, as borrower, and the other Debtors, as guarantors, the various lenders from time to time party thereto (the “Lenders”),
and Acquiom Agency Services LLC (“Acquiom”) and Seaport Loan Products LLC, as co-administrative agents, and
Acquiom, as collateral agent providing for a debtor-in-possession term loan and notes facility (the “DIP Financing”)
in an amount not to exceed $500,000,000. On March 14, 2024, the Bankruptcy Court granted interim approval of the motion to approve
the DIP Financing (the “Interim DIP Order”) and borrowing of up to $150,000,000 of the loans and notes thereunder.
Following the issuance of the Interim DIP Order, the Company offered certain eligible holders of the Company’s common stock (the
“Common Stock”) the opportunity to subscribe to participate in the syndication of up to $100,000,000 aggregate
principal amount of DIP Financing (the “Syndication”) pursuant to certain procedures (the “Syndication
Procedures”). On May 3, 2024, the Bankruptcy Court entered a final order approving the full amount of the DIP Financing
and the Syndication (the “Final DIP Order”). As authorized by the Final DIP Order, participants in the Syndication
became Lenders under the DIP Credit Agreement as of May 6, 2024.
The foregoing description
of the DIP Financing, the Syndication, and the Final DIP Order is not complete and is qualified in its entirety by reference to the full
text of the DIP Credit Agreement and Syndication Procedures, filed as Exhibits 10.1 and 99.2, respectively, to the Current Report on Form
8-K filed by the Company on March 15, 2024, as well as the Final DIP Order, which is available at www.kccllc.net/enviva or by calling
(877) 499-4509 (U.S. / Canada) or (917) 281-4800 (international).
Relationships
Participants in the Syndication
include affiliates of John C. Bumgarner, Jr. and Pierre F. Lapeyre, Jr., each of whom is a current director of the Company. Such affiliates
became Lenders under the DIP Credit Agreement on May 6, 2024.
| Item 7.01 | Regulation FD Disclosure. |
Monthly Operating Reports
On May 8, 2024, the Debtors
filed with the Bankruptcy Court their monthly operating reports for the period beginning March 12, 2024 and ending March 31, 2024
(the “Monthly Operating Reports”). The Monthly Operating Reports relate to the Debtors and exclude any non-Debtor
affiliates. The Monthly Operating Reports are available at www.kccllc.net/enviva.
Bar Date Order and Deadline Extension
On April 12, 2024, the Bankruptcy
Court entered the Order (I) Establishing Bar Dates and Procedures and (II) Approving the Form and Manner of Notice Thereof [Docket
No. 321] (the “Bar Date Order”) that, among other things, establishes certain deadlines for filing proofs of
claim against the Debtors.
In addition, the milestone
in Section 4(f) of the previously disclosed Restructuring Support Agreement, dated March 12, 2024, between the Company and certain
of its subsidiaries and (i) certain holders or beneficial holders of the Company’s outstanding 6.5% Senior Notes due 2026, Exempt
Facilities Revenue Bonds (Enviva Inc. Project), Series 2022 (Green Bonds) issued by the Industrial Development Authority of Sumter County,
Alabama, and Exempt Facilities Revenue Bonds (Enviva Inc.), Series 2022 (Green Bonds) issued by Mississippi Business Finance Corporation,
and (ii) certain holders or beneficial holders of loans or commitments under the Company’s senior secured credit facility (the “RSA”),
which requires the filing of a motion seeking rejection of the Rejected Customer Contracts (as defined in the RSA), has been extended
by mutual agreement of the parties from April 26, 2024 to June 14, 2024. Such milestone is subject to further extension and/or modification
in accordance with the terms of the RSA.
NOL Motion
As previously disclosed, on
March 12, 2024, the Debtors filed a motion (“NOL Motion”) seeking entry of an interim and final order establishing
certain procedures and restrictions with respect to the direct or indirect purchase, disposition, or other transfer of Common Stock (including
declarations of worthlessness with respect to such Common Stock) (such procedures, “Stock Procedures”), and
seeking related relief, in order to preserve and protect the potential value of the Debtors’ net operating losses and certain other
tax attributes of the Debtors. On April 12, 2024, the Bankruptcy Court entered the Final Order (I) Establishing Notification Procedures;
(II) Approving Restrictions on Certain Transfers of Common Stock of the Debtors’ Estates and Claiming a Worthless Equity Deduction;
and (III) Granting Related Relief [Docket No. 327] (the “NOL Order”) approving the NOL Motion on a final basis.
Under the terms of the NOL Order, the Stock Procedures restrict transactions involving, and require notices of the holdings of and proposed
transactions by, any person or group of persons that is or, as a result of a proposed transaction, would become, a Substantial Stockholder
of Common Stock or declarations of worthlessness involving, and require notices of holdings of, any person or group of persons that is
a 50-percent shareholder. For purposes of the Stock Procedures, a “Substantial Stockholder” is any person that beneficially
owns at least 3,360,328 shares of Common Stock (representing approximately 4.5% of all issued and outstanding shares of Common Stock)
and a “50-percent shareholder” is any person that would be a “50-percent shareholder” (within the meaning of section
382(g)(4)(D) of the Internal Revenue Code of 1986, as amended (the “Tax Code”)) with respect to its beneficial
ownership of Common Stock if such person claimed a worthlessness deduction under section 165 of the Tax Code with respect to such Common
Stock at any time on or after March 12, 2024.
The foregoing descriptions
of the Monthly Operating Reports, Bar Date Order, RSA, NOL Motion, and NOL Order are not complete and are qualified in their entirety by
reference to the full text of (i) the RSA, filed as Exhibit
10.1 to the Current Report on Form 8-K filed by the Company on March 12, 2024, (ii) the NOL Order, filed as Exhibit 99.1 to this Current
Report, and (iii) the Monthly Operating Reports, NOL Motion, and Bar Date Order, which are available at www.kccllc.net/enviva or
by calling (877) 499-4509 (U.S. / Canada) or (917) 281-4800 (international).
The information contained
in this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended,
or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings,
except to the extent expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8-K (including
the exhibits attached hereto) shall not be deemed an admission as to the materiality of any information required to be disclosed solely
by Regulation FD.
Important Information and Where to Find It
Additional information about
the Bankruptcy Petitions, including access to all of the court filings, including the motions and orders described above, is
available on the docket of the Chapter 11 Cases which can be accessed via PACER at https://www.pacer.gov. These court filings and additional
information about the Chapter 11 Cases is also available for free on the website maintained for the Company by its claims and notice agent,
Kurtzman Carson Consultants LLC, located at www.kccllc.net/enviva or by calling (877) 499-4509 (U.S.
/ Canada) or (917) 281-4800 (international). The information on this website is not incorporated
by reference into, and does not constitute part of, this Current Report.
Cautionary
Note Regarding the Monthly Operating Reports
The
Company cautions investors and potential investors not to place undue reliance on the information contained in the Monthly Operating Reports,
which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.
The Monthly Operating Reports are limited in scope, cover a limited time period, and have been prepared solely for the purpose of complying
with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent
accountants, were not prepared in accordance with generally accepted accounting principles in the United States, are in a format prescribed
by applicable bankruptcy laws or rules, and are subject to future adjustment and reconciliation. There can be no assurance that, from the
perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Reports are complete. The Monthly
Operating Reports also contain information for periods which are shorter or otherwise different from those required in the Company’s
reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating
results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange
Act. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results.
Cautionary
Note Regarding Forward-Looking Statements
Certain
statements made herein (including in the Monthly Operating Reports incorporated herein) include “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of present or historical fact included herein are forward-looking statements. When used
herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,”
“may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,”
“project,” the negative of such terms, and other similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s
current expectations and assumptions about future events and are based on currently available information as to the outcome and timing
of future events. Except as otherwise required by applicable law, the Company disclaims any duty to revise or update any forward-looking
statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date
hereof. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult
to predict and many of which are beyond the control of the Company. These risks include, but are not limited to, risks and uncertainties
regarding: our ability to successfully complete a restructuring under Chapter 11; potential adverse effects of the Chapter 11 proceedings
on our liquidity and results of operations (including the availability of operating capital during the pendency of Chapter 11 proceedings);
our ability to obtain timely approval by the Court with respect to the motions filed in the Chapter 11 proceedings; objections to our
restructuring process, debtor-in-possession financing, or other pleadings filed that could protract the Chapter 11 proceedings; employee
attrition and our ability to retain senior management and other key personnel due to distractions and uncertainties associated with the
Chapter 11 proceedings, including our ability to provide adequate compensation and benefits during the Chapter 11 cases; our ability to
maintain relationships with vendors, customers, employees, and other third parties and regulatory authorities as a result of the Chapter
11 proceedings; the debtor-in-possession financing and other financing arrangements; the effects of the Bankruptcy Petitions on the Company
and on the interests of various constituents, including our stockholders; the length of time that we will operate under Chapter 11 protection
and the continued availability of operating capital during the pendency of the proceedings; risks associated with third party motions
in the Chapter 11 proceedings, which may interfere with our ability to consummate a restructuring; our consummation of a restructuring;
increased administrative and legal costs related to the Chapter 11 process and other litigation and inherent risks involved in a bankruptcy
process; the Company’s ability to continue funding operations through the Chapter 11 bankruptcy process; our ability to continue
as a going concern; our ability to successfully execute cost-reduction and productivity initiatives on the anticipated timeline or at
all; the outcome and timing of our comprehensive review; the volume and quality of products that we are able to produce or source and
sell, which could be adversely affected by, among other things, operating or technical difficulties at our wood pellet production plants
or deep-water marine terminals; the prices at which we are able to sell our products, including changes in spot prices; our ability to
capitalize on higher spot prices and contract flexibility in the future, which is subject to fluctuations in pricing and demand; impairment
of goodwill, intangible assets, and other long-lived assets; failure of our customers, vendors, and shipping partners to pay or perform
their contractual obligations to us; our inability to successfully execute our project development, capacity expansion, and new facility
construction activities on time and within budget; the creditworthiness of our contract counterparties; the amount of low-cost wood fiber
that we are able to procure and process, which could be adversely affected by, among other things, disruptions in supply or operating
or financial difficulties suffered by our suppliers; changes in the price and availability of natural gas, coal, diesel, oil, gasoline,
or other sources of energy; changes in prevailing domestic and global economic, political, and market conditions, including the imposition
of tariffs or trade or other economic sanctions, political instability or armed conflict, rising inflation levels and government efforts
to reduce inflation, or a prolonged recession; inclement or hazardous environmental conditions, including extreme precipitation, temperatures,
and flooding; fires, explosions, or other accidents; changes in domestic and foreign laws and regulations (or the interpretation thereof)
related to renewable or low-carbon energy, the forestry products industry, the international shipping industry, or power, heat, or combined
heat and power generators; changes in domestic and foreign tax laws and regulations affecting the taxation of our business and investors;
changes in the regulatory treatment of biomass in core and emerging markets; our inability to acquire or maintain necessary permits or
rights for our production, transportation, or terminaling operations; changes in the price and availability of transportation; changes
in foreign currency exchange or interest rates and the failure of our hedging arrangements to effectively reduce our exposure to related
risks; risks related to our indebtedness, including the levels and maturity date of such indebtedness; our failure to maintain effective
quality control systems at our wood pellet production plants and deep-water marine terminals, which could lead to the rejection of our
products by our customers; changes in the quality specifications for our products required by our customers; labor disputes, unionization,
or similar collective actions; our inability to hire, train, or retain qualified personnel to manage and operate our business; the possibility
of cyber and malware attacks; our inability to borrow funds and access capital markets; viral contagions or pandemic diseases; potential
liability resulting from pending or future litigation, investigations, or claims; changes to our leadership and management team; and governmental
actions and actions by other third parties that are beyond our control. Certain additional risks, uncertainties, and other factors are
described in greater detail in the Company’s filings with the SEC, including the detailed factors discussed under the heading “Risk
Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as supplemented in the Company’s
Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, June 30, and September 30, 2023.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibits.
EXHIBIT
NUMBER |
|
DESCRIPTION |
99.1 |
|
NOL Order |
104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
ENVIVA INC. |
|
|
Date: May 9, 2024 |
|
|
By: |
/s/
Jason E. Paral |
|
Name: |
Jason E. Paral |
|
Title: |
Executive Vice President, General Counsel, and
Secretary |
Exhibit 99.1
| 4872-5792-8107
David S. Meyer (admitted pro hac vice) Matthew J. Pyeatt (admitted pro hac vice)
Jessica C. Peet (admitted pro hac vice) Trevor G. Spears (admitted pro hac vice)
VINSON & ELKINS LLP VINSON & ELKINS LLP
The Grace Building Trammell Crow Center
1114 Avenue of the Americas, 32nd Floor 2001 Ross Avenue, Suite 3900
New York, New York 10036-7708 Dallas, Texas 75201
Telephone: (212) 237-0000 Telephone: (214) 220-7700
Facsimile: (212) 237-0100 Facsimile: (214) 220-7716
Michael A. Condyles (VA 27807)
Peter J. Barrett (VA 46179)
Jeremy S. Williams (VA 77469)
KUTAK ROCK LLP
901 East Byrd Street, Suite 1000
Richmond, Virginia 23219-4071
Telephone: (804) 644-1700
Facsimile: (804) 783-6192
Proposed Co-Counsel to the Debtors and Debtors in Possession
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
In re:
ENVIVA INC., et al.,
Debtors.1
)
)
)
)
)
)
)
Chapter 11
Case No. 24-10453 (BFK)
(Jointly Administered)
FINAL ORDER
(I) ESTABLISHING NOTIFICATION PROCEDURES;
(II) APPROVING RESTRICTIONS ON CERTAIN TRANSFERS
OF COMMON STOCK OF THE DEBTORS’ ESTATES AND CLAIMING
A WORTHLESS EQUITY DEDUCTION; AND (III) GRANTING RELATED RELIEF
Upon the motion (the “Motion”)2
filed by the above-referenced debtors and debtors in
possession (collectively, the “Debtors”) for entry of an order (the “Final Order”) (i) establishing
and implementing restrictions and notification requirements for certain transfers of Beneficial
Ownership of Common Stock and certain claims (for U.S. federal income tax purposes) of a
1
Due to the large number of Debtors in these jointly administered chapter 11 cases, a complete list of the Debtor
entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list
may be obtained on the website of the Debtors’ claims and noticing agent at www.kccllc.net/enviva. The location
of the Debtors’ corporate headquarters is: 7272 Wisconsin Avenue, Suite 1800, Bethesda, MD 20814.
2
Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Motion.
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worthlessness deduction under section 165 of the Tax Code (as defined below) with respect to
such Common Stock; (ii) notifying holders of Common Stock of the restrictions, notification
requirements, and procedures set forth herein; and (iii) directing that any acquisition, disposition,
or transfer of Beneficial Ownership of Common Stock (or declaration of worthlessness with
respect to such Common Stock) in violation of the procedures set forth herein shall be null and
void ab initio, all as more fully set forth in the Motion and in the First Day Declarations; and the
Court having jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. §§ 157 and
1334 and the Standing Order of Reference from the United States District Court for the Eastern
District of Virginia, dated August 15, 1984; and the Court having found that this is a core
proceeding pursuant to 28 U.S.C. § 157(b)(2) and that the Court may enter a final order consistent
with Article III of the United States Constitution; and the Court having found that venue of this
proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and
the Court having entered the Interim Order; and the Court having found that the relief requested
in the Motion is in the best interests of the Debtors and their respective estates, creditors, and other
parties in interest; and the Court having found that proper and adequate notice of the Motion and
hearing thereon has been given and that no other or further notice is necessary; and the Court
having found that good and sufficient cause exists for the granting of the relief requested in the
Motion after having given due deliberation upon the Motion and all of the proceedings had before
the Court in connection with the Motion, it is HEREBY ORDERED THAT:
1. The restrictions, notification requirements, and other procedures annexed hereto as
Exhibit 1 (the “Stock Procedures”) are hereby approved and shall apply to all acquisitions,
dispositions, and transfers of Beneficial Ownership of Common Stock (and declarations of
worthlessness with respect to such Common Stock) of the Debtors.
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2. Any acquisition, disposition, or trading of Beneficial Ownership of Common Stock
in violation of the Stock Procedures shall be null and void ab initio as an act in violation of the
automatic stay under section 362 of the Bankruptcy Code and pursuant to the Court’s equitable
powers under section 105(a) of the Bankruptcy Code.
3. Any person (including any Entity) that acquires, disposes of, or transfers Beneficial
Ownership of Common Stock (or declares worthlessness with respect to such Common Stock) in
violation of this Final Order or the Stock Procedures or that otherwise fails to comply with their
requirements, shall be subject to such sanctions as the Court, upon motion by the Debtors, with
Ad Hoc Group Consent, and in consultation with the official committee of unsecured creditors
appointed in these chapter 11 cases (the “Committee”), may consider appropriate pursuant to the
Court’s equitable power under section 105(a) of the Bankruptcy Code.
4. The notices substantially in the forms annexed hereto as Exhibits 1-7 are hereby
approved.
5. Nothing herein shall preclude any person (including any Entity) desirous of
acquiring, disposing of, or transferring Beneficial Ownership of Common Stock (or declaring
worthlessness with respect to such Common Stock) from requesting relief from this Final Order
from the Court, subject to the Debtors’ rights to oppose such relief.
6. The relief granted in this Final Order is intended solely to permit the Debtors to
protect, preserve, and maximize the value of their Tax Attributes; accordingly, other than to the
extent that this Final Order expressly conditions or restricts acquisitions, dispositions, and transfers
of Beneficial Ownership of Common Stock (and declarations of worthlessness with respect to such
Common Stock) of the Debtors, nothing in this Final Order or in the Motion shall, or shall be
deemed to, prejudice, impair, or otherwise alter or affect the rights of any holders of Beneficial
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Ownership of Common Stock of the Debtors, including in connection with the treatment of any
such of Common Stock under any chapter 11 plan or any applicable bankruptcy court order.
7. The requirements set forth in this Final Order are in addition to the requirements of
Bankruptcy Rule 3001(e) and applicable securities, corporate and other laws and do not excuse
noncompliance therewith.
8. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Final Order in accordance with the Motion.
9. Unless specifically provided herein, and notwithstanding any actions taken
hereunder, nothing contained in the Motion or this Final Order or any payment made pursuant to
this Final Order shall constitute, nor is it intended to constitute, (a) an implication or admission as
to the validity or priority of any claim or lien against the Debtors, (b) an impairment or waiver of
the Debtors’, or any party in interest’s, including the Committee’s, rights to contest or dispute such
claim or lien, (c) a promise or requirement to pay any prepetition claim, (d) an implication or
admission that any particular claim is of a type specified or defined in the Motion or any proposed
order, (e) a waiver of the Debtors’, or any other party in interest’s, rights under the Bankruptcy Code
or any other applicable law, or (f) an approval, assumption or rejection of any agreement, contract,
or lease under section 365 of the Bankruptcy Code.
10. Notwithstanding the relief granted in this Order, all authorizations herein and all
payments and actions pursuant thereto shall be subject to each interim and final order entered by
the Court in respect of the Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing
the Debtors to (A) Obtain Postpetition Financing and (B) Use Cash Collateral, (II) Granting Liens
and Providing Superpriority Administrative Expense Claims, (III) Granting Adequate Protection
to Prepetition Secured Parties, (IV) Modifying the Automatic Stay, and (V) Granting Related Relief
[Docket No. 24] (collectively, such interim and final orders, the “DIP Order”), including
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compliance with any budget or cash flow forecast in connection therewith and any other terms and
conditions thereof. Nothing herein is intended to modify, alter, or waive, in any way, any terms,
provisions, requirements, or restrictions of the DIP Order or the DIP Documents (as defined in the
DIP Order). To the extent there is any inconsistency between the terms of the DIP Order or the
DIP Documents and the terms of this Order or any action taken or proposed to be taken hereunder,
the terms of the DIP Order or the DIP Documents, as applicable, shall control.
11. The requirements of Bankruptcy Rule 6004(a) are waived.
12. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final
Order shall be immediately effective and enforceable upon entry of this Final Order.
1. The requirement under Local Rule 9013-1(F) to file a memorandum of law in connection
with the Motion is waived.
13. The Court retains exclusive jurisdiction to hear and determine all matters arising
from or related to the implementation, interpretation, or enforcement of this Final Order.
Dated: ____________
Alexandria, Virginia
_____________________________________
UNITED STATES BANKRUPTCY JUDGE
Apr 12 2024
/s/ Keith L Phillips
Entered On Docket: Apr 12 2024
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| 4872-5792-8107
4864-9275-2054.1
WE ASK FOR THIS:
/s/ Peter J. Barrett
Michael A. Condyles (VA 27807)
Peter J. Barrett (VA 46179)
Jeremy S. Williams (VA 77469)
KUTAK ROCK LLP
901 East Byrd Street, Suite 1000
Richmond, Virginia 23219-4071
Telephone: (804) 644-1700
Facsimile: (804) 783-6192
- and -
David S. Meyer (admitted pro hac vice)
Jessica C. Peet (admitted pro hac vice)
VINSON & ELKINS LLP
The Grace Building
1114 Avenue of the Americas, 32nd Floor
New York, New York 10036-7708
Telephone: (212) 237-0000
Facsimile: (212) 237-0100
- and -
Matthew J. Pyeatt (admitted pro hac vice)
Trevor G. Spears (admitted pro hac vice)
VINSON & ELKINS LLP
Trammell Crow Center
2001 Ross Avenue, Suite 3900
Dallas, Texas 75201
Telephone: (214) 220-7700
Facsimile: (214) 220-7716
Proposed Co-Counsel to the Debtors and Debtors in Possession
CERTIFICATION OF ENDORSEMENT UNDER LOCAL RULE 9022-1(C)
Pursuant to Local Rule 9022-1(C), I hereby certify that the foregoing proposed order has been endorsed by
or served upon all necessary parties.
/s/ Peter J. Barrett
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| 4872-5792-8107
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EXHIBIT 1
Stock Procedures
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| 4864-9275-2054.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
In re:
ENVIVA INC., et al.,
Debtors.1
)
)
)
)
)
)
)
Chapter 11
Case No. 24-10453 (BFK)
(Jointly Administered)
NOTICES, RESTRICTIONS, AND OTHER
PROCEDURES REGARDING OWNERSHIP, ACQUISITIONS,
DISPOSITIONS AND TRANSFERS OF, OR DECLARATIONS
OF WORTHLESSNESS WITH RESPECT TO, STOCK OF THE DEBTORS
TO ALL PERSONS (INCLUDING ENTITIES) WITH COMMON STOCK OWNERSHIP
OF THE DEBTORS:
Pursuant to that certain Final Order (I) Establishing Notification Procedures; (II)
Approving Restrictions on Certain Transfers of Common Stock of the Debtors’ Estates and
Claiming a Worthless Equity Deduction; and (III) Granting Related Relief (the “Final Order”)
entered by the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”)
on ____________, 2024, Docket No. [___], the following restrictions, notification requirements,
and/or other procedures (collectively, the “Stock Procedures”) apply to all trading and transfers
of Beneficial Ownership of Common Stock (as defined below) of the Debtors.2
The following procedures apply to ownership, acquisitions, dispositions and transfers of, or
declarations of worthlessness with respect to, Beneficial Ownership of Common Stock:
(a) Notice of Substantial Ownership. Any person (including any Entity) that
Beneficially Owns, at any time on or after the Petition Date, Common Stock in an amount
sufficient to qualify such person as a Substantial Stockholder shall file with the Court and serve
upon the Debtors, their counsel, counsel to the Ad Hoc Group, and counsel to the Committee
1
Due to the large number of Debtors in these jointly administered chapter 11 cases, a complete list of the Debtor
entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list
may be obtained on the website of the Debtors’ claims and noticing agent at www.kccllc.net/enviva. The location
of the Debtors’ corporate headquarters is: 7272 Wisconsin Avenue, Suite 1800, Bethesda, MD 20814.
2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Final Order.
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(collectively, the “Disclosure Parties”) a notice of such person’s substantial ownership (a “Notice
of Substantial Stock Ownership”), in substantially the form annexed to the Final Order as Exhibit
2, which describes specifically and in detail such person’s Beneficial Ownership of Common Stock
and Options, on or before the date that is the later of (x) twenty calendar days after the entry of the
order granting the requested relief or (y) ten business days after such person qualifies as a
Substantial stockholder. At the election of the filing person, the Notice of Substantial Stock
Ownership to be filed with the Court (but not the Notice of Substantial Stock Ownership that is
served upon the Disclosure Parties) may be redacted to exclude the taxpayer identification number
and the amount of Common Stock and Options Beneficially Owned.
(b) Acquisition of Common Stock. At least twenty business days prior to the proposed
date of any transfer or other acquisition of Beneficial Ownership of Common Stock or exercise of
any Option to acquire Beneficial Ownership of Common Stock that would result in an increase in
the amount of Common Stock Beneficially Owned by any person (including any Entity) that
currently is or, as a result of the proposed acquisition transaction, would be a Substantial
Stockholder (a “Proposed Acquisition Transaction”), such person or Substantial Stockholder (a
“Proposed Transferee”) shall file with the Court and serve upon the Disclosure Parties a notice of
such Proposed Transferee’s intent to purchase, acquire, or otherwise accumulate Beneficial
Ownership of Common Stock (an “Acquisition Notice”), in substantially the form annexed to the
Final Order as Exhibit 3, which describes specifically and in detail the Proposed Acquisition
Transaction. At the election of the filing person, the Acquisition Notice to be filed with the Court
(but not the Acquisition Notice that is served upon the Disclosure Parties) may be redacted to
exclude the taxpayer identification number and the amount of Common Stock and Options
Beneficially Owned.
(c) Disposition of Common Stock. At least twenty business days prior to the proposed
date of any transfer or other disposition of Beneficial Ownership of Common Stock that would
result in either a decrease in the amount of Common Stock Beneficially Owned by a Substantial
Stockholder or person’s (including an Entity’s) ceasing to be a Substantial Stockholder (a
“Proposed Disposition Transaction” and, together with a Proposed Acquisition Transaction, a
“Proposed Transaction”), such person (including any Entity) or Substantial Stockholder (a
“Proposed Transferor”) shall file with the Court and serve upon the Disclosure Parties a notice of
such Proposed Transferor’s intent to sell, trade, transfer, or otherwise dispose of Beneficial
Ownership of Common Stock (a “Disposition Notice” and, together with an Acquisition Notice, a
“Trading Notice”), in substantially the form annexed to the Final Order as Exhibit 4, which
describes specifically and in detail the Proposed Disposition Transaction. At the election of the
filing person, the Disposition Notice to be filed with the Court (but not the Disposition Notice that
is served upon the Disclosure Parties) may be redacted to exclude the taxpayer identification
number and the amount of Common Stock and Options Beneficially Owned.
(d) Claims for Deductions of Worthlessness of Common Stock. Any person (including
any Entity) that currently is or becomes a 50-percent shareholder must file with the Court, and
serve upon the Disclosure Parties, a notice of such status, in substantially the form annexed to the
Interim Order and Final Order as Exhibit 5, on or before the later of (x) twenty calendar days after
the entry of the order granting the requested relief or (y) ten business days after such person
qualifies as a 50-percent shareholder. At least twenty business days prior to filing any federal, state
or non-U.S. tax return, or any amendment to such a return, claiming any deduction for
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worthlessness of Common Stock, for a tax year ending before the Debtors’ emergence from
chapter 11 protection, such 50-percent shareholder must file with the Court, and serve upon the
Disclosure Parties, a notice of such 50-percent shareholder’s intended claim of worthlessness (a
“Proposed Worthlessness Deduction”) in substantially the form annexed to the Interim Order and
Final Order as Exhibit 6 (a “Declaration of Intent to Claim a Worthless Stock Deduction”).
(e) Approval Procedures. The Debtors, in consultation with the Ad Hoc Group and the
Committee, shall have fifteen business days after the filing of a Trading Notice or Declaration of
Intent to Claim a Worthless Stock Deduction (the “Approval Period”) to file with the Court and
serve on a Proposed Transferee or a Proposed Transferor, as the case may be, or a 50-percent
shareholder, as applicable, a written approval (each, an “Approval”) to any Proposed Transaction
or Proposed Worthlessness Deduction described in such Trading Notice or Declaration of Intent
to Claim a Worthless Stock Deduction. If the Debtors file an Approval by the expiration of the
Approval Period (the “Approval Deadline”), then the applicable Proposed Transaction or
Proposed Worthlessness Deduction may proceed. If the Debtors do not all file an Approval
approving the Proposed Transaction or Proposed Worthlessness Deduction prior to the Approval
Deadline, then such Proposed Transaction or Proposed Worthlessness Deduction may not be
consummated unless approved by a final and nonappealable order of the Court; provided, however,
the Debtors may subsequently approve the proposed transaction or worthlessness deduction in
writing, in which case a Court Order is not necessary. Any further Proposed Transaction or
Proposed Worthlessness Deduction must be the subject of an additional Trading Notice or
Declaration of Intent to Claim a Worthless Stock Deduction and Approval Period.
(f) Noncompliance with the Stock Procedures. Any acquisition, disposition, and
transfer of, or declaration of worthlessness with respect to, Beneficial Ownership of Common
Stock in violation of the Stock Procedures shall be null and void ab initio as an act in violation of
the automatic stay under section 362 of the Bankruptcy Code and pursuant to the Court’s equitable
powers under section 105(a) of the Bankruptcy Code. Furthermore, the sanctions for any person
(including any Entity) that acquires, disposes of, or transfers, or declares worthlessness with
respect to, Beneficial Ownership of Common Stock in violation of the Stock Procedures shall be
reversal of the noncompliant transaction or such other (or additional) measures as the Court, upon
motion by the Debtors, with Ad Hoc Group Consent, and in consultation with the Committee, may
consider appropriate.
(g) Debtors’ Right to Waive. The Debtors may, with Ad Hoc Group Consent (and
upon the reasonable request of the Ad Hoc Group), and in consultation with the Committee, waive,
in writing, any and all restrictions, stays, and notification procedures contained in the Stock
Procedures; provided, however, the Debtors shall file any such waiver with the Court.
(h) Definitions. For purposes of these Stock Procedures, the following terms have the
following meanings:
(i) “50-percent shareholder” means any person that would be a “50-percent
shareholder” (within the meaning of section 382(g)(4)(D) of the Tax Code) with respect to its
Beneficial Ownership of Common Stock if such person claimed a worthlessness deduction under
section 165 of the Tax Code with respect to such Common Stock at any time on or after the Petition
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Date (such rules as to percentage ownership in Common Stock to be determined on the basis of
section 382 of the Tax Code and the Treasury Regulations thereunder).
(ii) “Beneficial Ownership” shall mean beneficial ownership of Common
Stock as determined in accordance with applicable rules under 382 of the Tax Code, the regulations
promulgated by the U.S. Department of the Treasury under the Tax Code (the “Treasury
Regulations”) (other than Treasury Regulations section 1.382-2T(h)(2)(i)(A)), and rulings issued
by the IRS, and as described herein, and, thus, to the extent provided in those sources, from time
to time shall include, without limitation, direct, indirect and constructive ownership (e.g., (i) a
holding company would be considered to beneficially own all shares of Common Stock owned or
acquired by its subsidiaries, (ii) shareholders, partners, members or other owners of Entities would
be considered to beneficially own a ratable share of Common Stock owned by such entity, (iii) an
individual and such individual’s family members may be treated as one individual, (iv) persons or
entities acting in concert to make a coordinated acquisition of equity securities may be treated as
a single entity, and (v) a holder may be considered to beneficially own equity securities that such
holder has an Option to acquire). Any variation of the term “ownership” (e.g., own or owned) shall
have the same meaning. An “Option” includes all interests described in Treasury Regulations
section 1.382-4(d)(9), including any contingent purchase right, warrant, convertible debt, put, call,
stock subject to a risk of forfeiture, contract to acquire stock, or similar interest, regardless of
whether it is contingent or otherwise not currently exercisable.
(iii) “Common Stock” shall mean all common stock of Enviva Inc. For the
avoidance of doubt, by operation of the definition of “Beneficial Ownership,” an owner of an
Option to acquire stock may be treated as the owner of such stock; provided, however, that the
definition of Common Stock shall not include record or Beneficial Ownership in any securities to
be issued in connection with a Chapter 11 plan of reorganization of the Debtors.
(iv) “Entity” shall mean any “entity” as such term is defined in Treasury
Regulations section 1.382-3(a), including any group of persons acting pursuant to a formal or
informal understanding among themselves to make a coordinated acquisition of Common Stock.
(v) “Substantial Stockholder” shall mean any person (including any Entity)
that Beneficially Owns at least 3,360,328 shares of Common Stock (representing approximately
4.50% of all issued and outstanding shares of Common Stock).
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EXHIBIT 2
Proposed Notice of Substantial Stock Ownership
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
In re:
ENVIVA INC., et al.,
Debtors.1
)
)
)
)
)
)
)
Chapter 11
Case No. 24-10453 (BFK)
(Jointly Administered)
NOTICE OF SUBSTANTIAL STOCK OWNERSHIP
PLEASE TAKE NOTICE that, pursuant to the Stock Procedures, attached as Exhibit 1
to the Final Order (I) Establishing Notification Procedures; (II) Approving Restrictions on Certain
Transfers of Common Stock of the Debtors’ Estates and Claiming a Worthless Equity Deduction;
and (III) Granting Related Relief, [Name of Filer] (the “Filer”) hereby provides notice that, as of
the date hereof, the Filer is/has become a Substantial Shareholder and Beneficially Owns (directly
and indirectly) __________________ shares of Common Stock2
and/or __________________
Options to acquire (directly or indirectly) Beneficial Ownership of Common Stock. Enviva Inc.
is a debtor and debtor in possession in Case No. 24-10453 pending in the United States Bankruptcy
Court for the Eastern District of Virginia (the “Court”).
PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of the
Filer is __________________.
1
Due to the large number of Debtors in these jointly administered chapter 11 cases, a complete list of the Debtor
entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list
may be obtained on the website of the Debtors’ claims and noticing agent at www.kccllc.net/enviva. The location
of the Debtors’ corporate headquarters is: 7272 Wisconsin Avenue, Suite 1800, Bethesda, MD 20814.
2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit 1 to the Final
Order.
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PLEASE TAKE FURTHER NOTICE that the following table sets forth the following
information:
For Common Stock and/or Options to acquire Beneficial Ownership of Common
Stock that are owned directly by the Filer, the table sets forth (a) the number of shares of Common
Stock and/or the number of shares underlying Options Beneficially Owned by such Filer and (b)
the date(s) on which such shares and/or Options were acquired (categorized by class, as
applicable).
In the case of Common Stock and/or Options to acquire Beneficial Ownership of
Common Stock that are not owned directly by the Filer but are nonetheless Beneficially Owned
by the Filer, the table sets forth (a) the name(s) of each record or legal owner of such shares of
Common Stock and/or Options to acquire shares of Common Stock that are Beneficially Owned
by the Filer, (b) the number of shares of Common Stock and/or the number of shares of Common
Stock underlying Options Beneficially Owned by such Filer, and (c) the date(s) on which such
Common Stock and/or Options were acquired (categorized by class, as applicable).
Class Name of
Owner
Shares
Beneficially
Owned
Shares
Underlying
Options
Beneficially
Owned
Date(s) Acquired
Common Stock
(Attach additional pages if necessary.)
PLEASE TAKE FURTHER NOTICE that this notice (the “Notice”) is being served on
(a) the Debtors, 7272 Wisconsin Avenue, Suite 1800, Bethesda, Maryland 20814,
Attn: Jason E. Paral; (b) proposed co-counsel to the Debtors, Kutak Rock LLP, 901 East Byrd
Street, Suite 1000, Richmond, Virginia 23219-4071, Attn: Michael A. Condyles, Peter J. Barrett,
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and Jeremy S. Williams; (c) proposed co-counsel to the Debtors, Vinson & Elkins LLP, The Grace
Building, 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036-7708, Attn:
David S. Meyer and Jessica C. Peet, and 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201,
Attn: Matthew J. Pyeatt and Trevor G. Spears; (d) co-counsel to the Ad Hoc Group, Davis Polk &
Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attn: David Schiff and
Hailey W. Klabo; (e) co-counsel to the Ad Hoc Group, McGuireWoods LLP, 800 East Canal
Street, Richmond, Virginia 23219, Attn: Dion W. Hayes, K. Elizabeth Sieg, and Connor W.
Symons; (f) the Office of the United States Trustee for the Eastern District of Virginia; (g) the
Committee; and (h) proposed counsel to the Committee, Akin Gump Strauss Hauer & Feld LLP,
2001 K Street N.W., Washington, DC 20006, Attn: Scott L. Alberino (salberino@akingump.com)
and Alexander F. Antypas (aantypas@akingump.com) and One Bryant Park, New York, NY
10036, Attn: Jason P. Rubin (jrubin@akingump.com).
PLEASE TAKE FURTHER NOTICE that, under penalty of perjury, the Filer hereby
declares that it has examined this Notice and accompanying attachments (if any) and, to the best
of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice
are true, correct, and complete.
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PLEASE TAKE FURTHER NOTICE THAT this Notice is given in addition to, and
not as a substitute for, any requisite notice under rule 3001(e)of the Federal Rules of Bankruptcy
Procedure.
Respectfully submitted,
[Name]
[Address]
[Telephone]
[E-Mail Address]
Dated: ______________ __, 2024
_______________, ____________
(City) (State)
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EXHIBIT 3
Proposed Notice of Intent to Purchase, Acquire, or Otherwise Accumulate Common Stock
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
In re:
ENVIVA INC., et al.,
Debtors.1
)
)
)
)
)
)
)
Chapter 11
Case No. 24-10453 (BFK)
(Jointly Administered)
NOTICE OF INTENT TO PURCHASE, ACQUIRE,
OR OTHERWISE ACCUMULATE COMMON STOCK
PLEASE TAKE NOTICE that pursuant to the Stock Procedures, attached as Exhibit 1
to the Final Order (I) Establishing Notification Procedures; (II) Approving Restrictions on Certain
Transfers of Common Stock of the Debtors’ Estates and Claiming a Worthless Equity Deduction;
and (III) Granting Related Relief, [Name of Filer] (the “Filer”) hereby provides notice of (i) its
intention to purchase, acquire, or otherwise accumulate Beneficial Ownership2
of one or more
shares of Common Stock and/or Options to acquire Beneficial Ownership of Common Stock
and/or (ii) a proposed purchase or acquisition of Beneficial Ownership of Common Stock and/or
Options to acquire Beneficial Ownership of Common Stock that would result in an increase in the
number of shares of Common Stock and/or number of shares of Common Stock underlying
Options that are Beneficially Owned by the Filer (any proposed transaction described in (i) or (ii),
a “Proposed Transfer”). Enviva Inc. is a debtor and debtor in possession in Case No. 24-10453
pending in the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”).
1
Due to the large number of Debtors in these jointly administered chapter 11 cases, a complete list of the Debtor
entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list
may be obtained on the website of the Debtors’ claims and noticing agent at www.kccllc.net/enviva. The location
of the Debtors’ corporate headquarters is: 7272 Wisconsin Avenue, Suite 1800, Bethesda, MD 20814.
2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit 1 to the Final
Order.
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PLEASE TAKE FURTHER NOTICE that the following table sets forth the following
information:
1. If the Proposed Transfer involves the purchase or acquisition by the Filer of
Beneficial Ownership of Common Stock and/or Options to acquire Beneficial Ownership of
Common Stock, the table sets forth (a) the number of shares of Common Stock and/or the number
of shares of Common Stock underlying Options proposed to be purchased or acquired and (b) the
date(s) of such Proposed Transfer (categorized by class, as applicable).
2. If the Proposed Transfer involves the purchase or acquisition of Beneficial
Ownership of Common Stock and/or Options to acquire Beneficial Ownership of Common Stock
by a person (including any Entity) other than the Filer, but the Proposed Transfer nonetheless
would increase the number of shares of Common Stock and/or the number of shares of Common
Stock underlying Options that are Beneficially Owned by the Filer, the table sets forth (a) the
name(s) of each such person that proposes to purchase or acquire such shares of Common Stock
and/or Options, (b) the number of shares of Common Stock and/or the number of shares of
Common Stock underlying Options proposed to be purchased or acquired (directly or indirectly),
and (c) the date(s) of such Proposed Transfer (categorized by class, as applicable).
Class Name of
Purchaser
or
Acquirer
Shares to be
Purchased or
Acquired (Directly
or Indirectly)
Shares Underlying
Options to be
Purchased or Acquired
(Directly or Indirectly)
Date(s) of
Proposed
Transfer
Common Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that the following table summarizes the Filer’s
Beneficial Ownership of Common Stock and/or Options to acquire Beneficial Ownership of
Common Stock assuming that the Proposed Transfer is approved and consummated as described
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above. The table sets forth, as of immediately following the consummation of the Proposed
Transfer, the number of shares of Common Stock and/or the number of shares of Common Stock
underlying Options (a) that would be owned directly by the Filer and, (b) in the case of any
Beneficial Ownership by the Filer of Common Stock and/or Options that would be owned by
another person as record or legal owner, the name(s) of each prospective record or legal owner and
the number of shares of Common Stock and/or the number of shares of Common Stock underlying
Options that would be owned by each such record or legal owner (categorized by class, as
applicable):
Class Name of
Owner
Shares to Be Owned Shares Underlying
Options to Be Owned
Common Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that the taxpayer identification
number of the Filer is __________________.
PLEASE TAKE FURTHER NOTICE that this notice (the “Notice”) is being served on
(a) the Debtors, 7272 Wisconsin Avenue, Suite 1800, Bethesda, Maryland 20814,
Attn: Jason E. Paral; (b) proposed co-counsel to the Debtors, Kutak Rock LLP, 901 East Byrd
Street, Suite 1000, Richmond, Virginia 23219-4071, Attn: Michael A. Condyles, Peter J. Barrett,
and Jeremy S. Williams; (c) proposed co-counsel to the Debtors, Vinson & Elkins LLP, The Grace
Building, 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036-7708, Attn:
David S. Meyer and Jessica C. Peet, and 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201,
Attn: Matthew J. Pyeatt and Trevor G. Spears; (d) co-counsel to the Ad Hoc Group, Davis Polk &
Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attn: David Schiff and
Hailey W. Klabo; (e) co-counsel to the Ad Hoc Group, McGuireWoods LLP, 800 East Canal
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Street, Richmond, Virginia 23219, Attn: Dion W. Hayes, K. Elizabeth Sieg, and Connor W.
Symons; (f) the Office of the United States Trustee for the Eastern District of Virginia; (g) the
Committee; and (h) proposed counsel to the Committee, Akin Gump Strauss Hauer & Feld LLP,
2001 K Street N.W., Washington, DC 20006, Attn: Scott L. Alberino (salberino@akingump.com)
and Alexander F. Antypas (aantypas@akingump.com) and One Bryant Park, New York, NY
10036, Attn: Jason P. Rubin (jrubin@akingump.com).
PLEASE TAKE FURTHER NOTICE that the Filer further acknowledges and agrees
that (a) if the Debtors do not provide written approval of the Proposed Transfer within fifteen
business days after the date of this Notice, the Proposed Transfer may not be consummated unless
approved by a final and nonappealable order of the Court, (b) any transaction purportedly
consummated in violation of the Final Order will be void ab initio and will result in the imposition
of sanctions as provided in the Final Order, and (c) further transactions contemplated by the Filer
that may result in the Filer purchasing, acquiring, or otherwise accumulating Beneficial Ownership
of additional Common Stock will require an additional notice to be filed with the Court and served
in the same manner as this Notice.
PLEASE TAKE FURTHER NOTICE that, under penalty of perjury, the Filer hereby
declares that it has examined this Notice and accompanying attachments (if any) and, to the best
of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice
are true, correct, and complete.
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PLEASE TAKE FURTHER NOTICE THAT this Notice is given in addition to, and not
as a substitute for, any requisite notice under rule 3001(e) of the Federal Rules of Bankruptcy
Procedure.
Respectfully submitted,
[Name]
[Address]
[Telephone]
[E-Mail Address]
Dated: ______________ __, 2024
_______________, ____________
(City) (State)
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EXHIBIT 4
Notice of Intent to Sell, Trade, or Otherwise Transfer Common Stock
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
In re:
ENVIVA INC., et al.,
Debtors.1
)
)
)
)
)
)
)
Chapter 11
Case No. 24-10453 (BFK)
(Jointly Administered)
NOTICE OF INTENT TO SELL, TRADE,
OR OTHERWISE TRANSFER COMMON STOCK
PLEASE TAKE NOTICE that, pursuant to the Stock Procedures, attached as Exhibit 1
to the Final Order (I) Establishing Notification Procedures; (II) Approving Restrictions on Certain
Transfers of Common Stock of the Debtors’ Estates and Claiming a Worthless Equity Deduction;
and (III) Granting Related Relief, [Name of Filer] (the “Filer”) hereby provides notice of (i) its
intention to sell, exchange, transfer or dispose of Beneficial Ownership2
of one or more shares of
Common Stock and/or Options to acquire Common Stock and/or (ii) a proposed sale, exchange,
transfer, or disposition of Common Stock and/or Options to acquire Common Stock that would
result in a decrease in the number of shares of Common Stock and/or number of shares of Common
Stock underlying Options to acquire Common Stock that are Beneficially Owned by the Filer (any
proposed transaction described in (i) or (ii), a “Proposed Transfer”). Enviva Inc. is a debtor and
debtor in possession in Case No. 24-10453 pending in the United States Bankruptcy Court for the
Eastern District of Virginia (the “Court”).
1
Due to the large number of Debtors in these jointly administered chapter 11 cases, a complete list of the Debtor
entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list
may be obtained on the website of the Debtors’ claims and noticing agent at www.kccllc.net/enviva. The location
of the Debtors’ corporate headquarters is: 7272 Wisconsin Avenue, Suite 1800, Bethesda, MD 20814.
2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit 1 to the Final
Order.
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PLEASE TAKE FURTHER NOTICE that the following table sets forth the following
information:
1. If the Proposed Transfer involves the sale, transfer, or disposition by the Filer of
Beneficial Ownership of Common Stock and/or Options to acquire Beneficial Ownership of
Common Stock, the table sets forth (a) the number of shares of Common Stock and/or the number
of shares of Common Stock underlying Options proposed to be sold, transferred, or disposed of
and (b) the date(s) of such Proposed Transfer (categorized by class, as applicable).
2. If the Proposed Transfer involves the sale, transfer or disposition in the Beneficial
Ownership of Common Stock and/or Options to acquire Beneficial Ownership of Common Stock
by a person (including any Entity) other than the Filer, but the Proposed Transfer nonetheless
would decrease the number of shares of Common Stock and/or the number of shares of Common
Stock underlying Options that are Beneficially Owned by the Filer, the table sets forth (a) the
name(s) of each such person that proposes to sell, transfer, or dispose of such Common Stock
and/or Options; (b) the number of shares of Common Stock and/or the number of shares of
Common Stock underlying Options proposed to be so sold, transferred, or disposed of (directly or
indirectly); and (c) the date(s) of such Proposed Transfer (categorized by class, as applicable).
Class Name of
Transferor
Shares to Be Sold,
Transferred, or
Disposed Of (Directly
or Indirectly)
Shares Underlying
Options to Be Sold,
Transferred, or
Disposed Of (Directly
or Indirectly)
Date(s) of
Proposed
Transfer
Common
Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that the following table summarizes the Filer’s
Beneficial Ownership of Common Stock and/or Options to acquire Beneficial Ownership of
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Common Stock assuming that the Proposed Transfer is approved and consummated as described
above. The table sets forth, as of immediately following the consummation of the Proposed
Transfer, the number of shares of Common Stock and/or the number of shares of Common Stock
underlying Options (a) that would be owned directly by the Filer and, (b) in the case of any
Beneficial Ownership by the Filer of Common Stock and/or Options that would be owned by
another person (including any Entity) as record or legal owner, the name(s) of each prospective
record or legal owner and the number of shares of Common Stock and/or the number of shares of
Common Stock underlying Options that would be owned by each such record or legal owner
(categorized by class, as applicable):
Class Name of
Owner
Shares to Be Owned Shares Underlying Options
to Be Owned
Common Stock
(Attach additional page if necessary.)
PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of the
Filer is __________________.
PLEASE TAKE FURTHER NOTICE that this notice (the “Notice”) is being served on
(a) the Debtors, 7272 Wisconsin Avenue, Suite 1800, Bethesda, Maryland 20814,
Attn: Jason E. Paral; (b) proposed co-counsel to the Debtors, Kutak Rock LLP, 901 East Byrd
Street, Suite 1000, Richmond, Virginia 23219-4071, Attn: Michael A. Condyles, Peter J. Barrett,
and Jeremy S. Williams; (c) proposed co-counsel to the Debtors, Vinson & Elkins LLP, The Grace
Building, 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036-7708, Attn:
David S. Meyer and Jessica C. Peet, and 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201,
Attn: Matthew J. Pyeatt and Trevor G. Spears; (d) co-counsel to the Ad Hoc Group, Davis Polk &
Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attn: David Schiff and
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Hailey W. Klabo; (e) co-counsel to the Ad Hoc Group, McGuireWoods LLP, 800 East Canal
Street, Richmond, Virginia 23219, Attn: Dion W. Hayes, K. Elizabeth Sieg, and Connor W.
Symons; (f) the Office of the United States Trustee for the Eastern District of Virginia; (g) the
Committee; and (h) proposed counsel to the Committee, Akin Gump Strauss Hauer & Feld LLP,
2001 K Street N.W., Washington, DC 20006, Attn: Scott L. Alberino (salberino@akingump.com)
and Alexander F. Antypas (aantypas@akingump.com) and One Bryant Park, New York, NY
10036, Attn: Jason P. Rubin (jrubin@akingump.com).
PLEASE TAKE FURTHER NOTICE that the Filer further acknowledges and agrees
that (a) if the Debtors do not provide written approval of the Proposed Transfer within fifteen
business days after the date of this Notice, the Proposed Transfer may not be consummated unless
approved by a final and nonappealable order of the Court, (b) any transaction purportedly
consummated in violation of the Final Order will be void ab initio and will result in the imposition
of sanctions as provided in the Final Order, and (c) any further transactions contemplated by the
Filer that may result in the Filer purchasing, acquiring, or otherwise obtaining Beneficial
Ownership of additional Common Stock will require an additional notice to be filed with the Court
and served in the same manner as this Notice.
PLEASE TAKE FURTHER NOTICE that, under penalty of perjury, the Filer hereby
declares that it has examined this Notice and accompanying attachments (if any) and, to the best
of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice
are true, correct, and complete.
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PLEASE TAKE FURTHER NOTICE THAT this Notice is given in addition to, and not
as a substitute for, any requisite notice under rule 3001(e) of the Federal Rules of Bankruptcy
Procedure.
Respectfully submitted,
[Name]
[Address]
[Telephone]
[E-Mail Address]
Dated: ______________ __, 2024
_______________, ____________
(City) (State)
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EXHIBIT 5
NOTICE OF STATUS AS A 50-PERCENT SHAREHOLDER
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
In re:
ENVIVA INC., et al.,
Debtors.1
)
)
)
)
)
)
)
Chapter 11
Case No. 24-10453 (BFK)
(Jointly Administered)
NOTICE OF STATUS AS A 50-PERCENT SHAREHOLDER
PLEASE TAKE NOTICE that, pursuant to the Stock Procedures, attached as Exhibit 1
to the Final Order (I) Establishing Notification Procedures; (II) Approving Restrictions on Certain
Transfers of Common Stock of the Debtors’ Estates and Claiming a Worthless Equity Deduction;
and (III) Granting Related Relief, [Name of Filer] (the “Filer”) hereby provides notice that, as of
the date hereof, the Filer is/has become a 50-percent shareholder and Beneficially Owns (directly
and indirectly) __________________ shares of Common Stock2
and/or __________________
Options to acquire (directly or indirectly) Beneficial Ownership of Common Stock. Enviva Inc.
is a debtor and debtor in possession in Case No. 24-10453 pending in the United States Bankruptcy
Court for the Eastern District of Virginia (the “Court”).
PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of the
Filer is __________________.
1
Due to the large number of Debtors in these jointly administered chapter 11 cases, a complete list of the Debtor
entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list
may be obtained on the website of the Debtors’ claims and noticing agent at www.kccllc.net/enviva. The location
of the Debtors’ corporate headquarters is: 7272 Wisconsin Avenue, Suite 1800, Bethesda, MD 20814.
2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit 1 to the Final
Order.
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PLEASE TAKE FURTHER NOTICE that the following table sets forth the following
information:
For Common Stock and/or Options to acquire Beneficial Ownership of Common Stock
that are owned directly by the Filer, the table sets forth (a) the number of shares of Common Stock
and/or the number of shares underlying Options Beneficially Owned by such Filer and (b) the
date(s) on which such shares and/or Options were acquired (categorized by class, as applicable).
In the case of Common Stock and/or Options to acquire Beneficial Ownership of Common
Stock that are not owned directly by the Filer but are nonetheless Beneficially Owned by the Filer,
the table sets forth (a) the name(s) of each record or legal owner of such shares of Common Stock
and/or Options to acquire shares of Common Stock that are Beneficially Owned by the Filer, (b)
the number of shares of Common Stock and/or the number of shares of Common Stock underlying
Options Beneficially Owned by such Filer, and (c) the date(s) on which such Common Stock
and/or Options were acquired (categorized by class, as applicable).
Class Name of
Owner
Shares
Beneficially
Owned
Shares
Underlying
Options
Beneficially
Owned
Date(s) Acquired
Common Stock
(Attach additional pages if necessary.)
PLEASE TAKE FURTHER NOTICE that this notice (the “Notice”) is being served on
(a) the Debtors, 7272 Wisconsin Avenue, Suite 1800, Bethesda, Maryland 20814,
Attn: Jason E. Paral; (b) proposed co-counsel to the Debtors, Kutak Rock LLP, 901 East Byrd
Street, Suite 1000, Richmond, Virginia 23219-4071, Attn: Michael A. Condyles, Peter J. Barrett,
and Jeremy S. Williams; (c) proposed co-counsel to the Debtors, Vinson & Elkins LLP, The Grace
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Building, 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036-7708, Attn:
David S. Meyer and Jessica C. Peet, and 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201,
Attn: Matthew J. Pyeatt and Trevor G. Spears; (d) co-counsel to the Ad Hoc Group, Davis Polk &
Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attn: David Schiff and
Hailey W. Klabo; (e) co-counsel to the Ad Hoc Group, McGuireWoods LLP, 800 East Canal
Street, Richmond, Virginia 23219, Attn: Dion W. Hayes, K. Elizabeth Sieg, and Connor W.
Symons; (f) the Office of the United States Trustee for the Eastern District of Virginia; (g) the
Committee; and (h) proposed counsel to the Committee, Akin Gump Strauss Hauer & Feld LLP,
2001 K Street N.W., Washington, DC 20006, Attn: Scott L. Alberino (salberino@akingump.com)
and Alexander F. Antypas (aantypas@akingump.com) and One Bryant Park, New York, NY
10036, Attn: Jason P. Rubin (jrubin@akingump.com).
PLEASE TAKE FURTHER NOTICE that, under penalty of perjury, the Filer hereby
declares that it has examined this Notice and accompanying attachments (if any) and, to the best
of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice
are true, correct, and complete.
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PLEASE TAKE FURTHER NOTICE THAT this Notice is given in addition to, and
not as a substitute for, any requisite notice under rule 3001(e) of the Federal Rules of Bankruptcy
Procedure.
Respectfully submitted,
[Name]
[Address]
[Telephone]
[E-Mail Address]
Dated: ______________ __, 2024
_______________, ____________
(City) (State)
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EXHIBIT 6
Declaration of Intent to Claim a Worthless Stock Deduction
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
In re:
ENVIVA INC., et al.,
Debtors.1
)
)
)
)
)
)
)
Chapter 11
Case No. 24-10453 (BFK)
(Jointly Administered)
DECLARATION OF INTENT TO CLAIM A WORTHLESS EQUITY DEDUCTION
PLEASE TAKE NOTICE that, pursuant to the Stock Procedures, attached as Exhibit 1
to the Final Order (I) Establishing Notification Procedures; (II) Approving Restrictions on Certain
Transfers of Common Stock of the Debtors’ Estates and Claiming a Worthless Equity Deduction;
and (III) Granting Related Relief, [Name of Filer] (the “Filer”) hereby provides notice of its
intention to claim a worthlessness deduction under section 165 of the Tax Code (a “Worthless
Stock Deduction”) with respect to its Beneficial Ownership of Common Stock (a “Proposed
Deduction”).2
Enviva Inc. is a debtor and debtor in possession in Case No. 24-10453 pending in
the United States Bankruptcy Court for the Eastern District of Virginia (the “Court”).
PLEASE TAKE FURTHER NOTICE that the taxpayer identification number of the
Filer is __________________.
PLEASE TAKE FURTHER NOTICE that, if applicable, on __, 2024, the Filer filed a
Notice of Status as a 50-Percent Shareholder with this Court.
1
Due to the large number of Debtors in these jointly administered chapter 11 cases, a complete list of the Debtor
entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list
may be obtained on the website of the Debtors’ claims and noticing agent at www.kccllc.net/enviva. The location
of the Debtors’ corporate headquarters is: 7272 Wisconsin Avenue, Suite 1800, Bethesda, MD 20814.
2
Capitalized terms used but not defined herein shall have the meanings ascribed to them in Exhibit 1 to the Final
Order.
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PLEASE TAKE FURTHER NOTICE that the Filer currently Beneficially Owns ___
shares of Common Stock and/or __________________ Options to acquire (directly or indirectly)
Beneficial Ownership of Common Stock.
PLEASE TAKE FURTHER NOTICE that, pursuant to the Proposed Deduction, the
Filer proposes to claim a Worthless Equity Deduction with respect to its Beneficial Ownership of
___ shares of Common Stock. If the Proposed Deduction is permitted to occur, the Filer will be
treated as having acquired Beneficial Ownership of ___ shares of Common Stock on the first day
of the Filer’s next taxable year and shall be treated as never having owned such Common Stock
during any prior year for the purposes of testing whether an Ownership Change has occurred.
PLEASE TAKE FURTHER NOTICE that this notice (the “Notice”) is being served on
(a) the Debtors, 7272 Wisconsin Avenue, Suite 1800, Bethesda, Maryland 20814,
Attn: Jason E. Paral; (b) proposed co-counsel to the Debtors, Kutak Rock LLP, 901 East Byrd
Street, Suite 1000, Richmond, Virginia 23219-4071, Attn: Michael A. Condyles, Peter J. Barrett,
and Jeremy S. Williams; (c) proposed co-counsel to the Debtors, Vinson & Elkins LLP, The Grace
Building, 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036-7708, Attn:
David S. Meyer and Jessica C. Peet, and 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201,
Attn: Matthew J. Pyeatt and Trevor G. Spears; (d) co-counsel to the Ad Hoc Group, Davis Polk &
Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attn: David Schiff and
Hailey W. Klabo; (e) co-counsel to the Ad Hoc Group, McGuireWoods LLP, 800 East Canal
Street, Richmond, Virginia 23219, Attn: Dion W. Hayes, K. Elizabeth Sieg, and Connor W.
Symons; (f) the Office of the United States Trustee for the Eastern District of Virginia; (g) the
Committee; and (h) proposed counsel to the Committee, Akin Gump Strauss Hauer & Feld LLP,
2001 K Street N.W., Washington, DC 20006, Attn: Scott L. Alberino (salberino@akingump.com)
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and Alexander F. Antypas (aantypas@akingump.com) and One Bryant Park, New York, NY
10036, Attn: Jason P. Rubin (jrubin@akingump.com).
PLEASE TAKE FURTHER NOTICE that, under penalty of perjury, the Filer hereby
declares that it has examined this Notice and accompanying attachments (if any) and, to the best
of its knowledge and belief, this Notice and any attachments which purport to be part of this Notice
are true, correct, and complete.
PLEASE TAKE FURTHER NOTICE THAT this Notice is given in addition to, and
not as a substitute for, any requisite notice under rule 3001(e) of the Federal Rules of Bankruptcy
Procedure.
Respectfully submitted,
[Name]
[Address]
[Telephone]
[E-Mail Address]
Dated: ______________ __, 2024
_______________, ____________
(City) (State)
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EXHIBIT 7
Notice of Final Order
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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
In re:
ENVIVA INC., et al.,
Debtors.15
)
)
)
)
)
)
)
Chapter 11
Case No. 24-10453 (BFK)
(Jointly Administered)
NOTICE OF FINAL ORDER
(I) ESTABLISHING NOTIFICATION PROCEDURES;
(II) APPROVING RESTRICTIONS ON CERTAIN TRANSFERS OF COMMON
STOCK OF THE DEBTORS’ ESTATES; AND (III) GRANTING RELATED RELIEF
TO ALL DIRECT AND INDIRECT HOLDERS OF, AND PROSPECTIVE HOLDERS OF
COMMON STOCK ISSUED BY ENVIVA INC.:
PLEASE TAKE NOTICE that on March 12, 2024 (the “Petition Date”), the above-captioned debtors and debtors in possession (collectively, the “Debtors”) commenced cases under
chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). Section 362(a) of the
Bankruptcy Code operates as a stay of any act to obtain possession of property of the Debtors’
estates or of property from the Debtors’ estates or to exercise control over property of the Debtors’
estates.
PLEASE TAKE FURTHER NOTICE that on the Petition Date, the Debtors filed a
motion seeking entry of an interim order (the “Interim Order”), and subsequently a final order
(the “Final Order”), pursuant to sections 105(a), 362, and 541 of the Bankruptcy Code establishing
notification procedures and approving restrictions on certain transfers of Common Stock (and
declarations of worthlessness with respect to such Common Stock) of the Debtors (the
“Motion”).16
PLEASE TAKE FURTHER NOTICE that on [_], the United States Bankruptcy Court
for the Eastern District of Virginia (the “Court”), having jurisdiction over the chapter 11 cases,
entered the Final Order establishing procedures with respect to direct and indirect acquisitions,
dispositions and transfers of, and declarations of worthlessness with respect to, Beneficial
Ownership of Common Stock issued by Enviva Inc. (the “Stock Procedures”).
PLEASE TAKE FURTHER NOTICE that the Stock Procedures restrict transactions
involving, and require notices of the holdings of and proposed transactions by, any person or group
15 Due to the large number of Debtors in these jointly administered chapter 11 cases, a complete list of the Debtor
entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list
may be obtained on the website of the Debtors’ claims and noticing agent at www.kccllc.net/enviva. The location
of the Debtors’ corporate headquarters is: 7272 Wisconsin Avenue, Suite 1800, Bethesda, MD 20814.
16 Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Motion.
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of persons that is or, as a result of a proposed transaction, would become, a Substantial Stockholder
of Common Stock or declarations of worthlessness involving, and require notice of holdings of,
any person or group of persons that is a 50-percent shareholder. For purposes of the Stock
Procedures, a “Substantial Stockholder” is any person (including any Entity) that Beneficially
Owns at least 3,360,328 shares of Common Stock (representing approximately 4.50% of all issued
and outstanding shares of Common Stock) and a “50-percent shareholder” is any person that
would be a “50-percent shareholder” (within the meaning of section 382(g)(4)(D) of the Tax Code)
with respect to its Beneficial Ownership of Common Stock if such person claimed a worthlessness
deduction under section 165 of the Tax Code with respect to such Common Stock at any time on
or after the Petition Date (such rules as to percentage ownership of Common Stock to be
determined on the basis of section 382 of the Tax Code and the Treasury Regulations thereunder).
Any transfer of, or claims of worthlessness with respect to, stock of the Debtors in violation of
the Stock Procedures will be null and void ab initio and may lead to contempt, compensatory
damages, punitive damages, or other sanctions being imposed by the Court, upon motion by the
Debtors, with Ad Hoc Group Consent, and in consultation with the Committee.
PLEASE TAKE FURTHER NOTICE that the Stock Procedures, as approved on a final
basis, are available on the website maintained by the Debtors’ claims and notice agent, Kurtzman
Carson Consultants LLC, at www.kccllc.net/enviva and on the docket of the chapter 11 cases,
Docket No. ________, which can be accessed via PACER at https://www.pacer.gov.
PLEASE TAKE FURTHER NOTICE that a direct or indirect holder of, or prospective
holder of, Beneficial Ownership of Common Stock issued by Enviva Inc. that may be or become
a Substantial Stockholder or 50-percent shareholder should consult the Stock Procedures.
PLEASE TAKE FURTHER NOTICE that the requirements set forth in the Stock
Procedures are in addition to the requirements of Bankruptcy Rule 3001(e) and applicable
securities, corporate, and other laws and do not excuse non-compliance therewith.
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