EVA Enviva Inc

 

As filed with the Securities and Exchange Commission on August 2, 2023

 

Registration No. 333-     

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Enviva Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	46-4097730
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
7272 Wisconsin Ave, Suite 1800 Bethesda, MD	20814
(Address of Principal Executive Offices)	(Zip Code)

 

enviva inc. long-term incentive plan

(Full title of the plan)

 

Jason E. Paral

7272 Wisconsin Ave, Suite 1800

Bethesda, MD 20814

(301) 657-5560

(Name, address, including zip code, and telephone number, including area code, of agent for service) 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Large accelerated filer		x		Accelerated filer ¨
Non-accelerated filer		¨		Smaller Reporting Company ¨
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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).    ¨

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (this "Registration Statement") is being filed for the purpose of registering an additional 3,000,000 shares of common stock (the “Shares”) of Enviva Inc. (the “Registrant”) that may be issued pursuant to the adjustment provisions of the Enviva Inc. Long-Term Incentive Plan (as amended from time to time, the "Plan"). Except as otherwise set forth below, the contents of the registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the "Commission") on January 3, 2022, which registered the offer and sale of 3,500,000 Shares under the Plan, are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The Registrant will send or give to all participants in the Plan the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.    Exhibits.

 

Exhibit Number	Exhibit Description
4.1	Amended and Restated Certificate of Incorporation of Enviva Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-37363, filed on June 15, 2023).
4.2	Bylaws of Enviva Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No. 001-37363, filed on November 8, 2022).
4.3	Enviva Inc. Long-Term Incentive Plan, effective as of December 31, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No. 001-37363, filed on January 3, 2022).
5.1*	Opinion of Vinson & Elkins L.L.P.
23.1*	Consent of Ernst & Young LLP
23.2*	Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to this Registration Statement)
24.1*	Power of Attorney (included in the signature page of this Registration Statement)
107.1	Calculation of Filing Fee Tables

 

* Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on August 2, 2023.

 

	ENVIVA INC.
	By:	/s/ Jason E. Paral
	Name:	Jason E. Paral
	Title:	Senior Vice President, General Counsel, and Secretary

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason E. Paral, as his attorney-in-fact, with full power of substitution for him or her in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact, or each of his or her substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 2, 2023.

 

Signatures	Title
/s/ Thomas Meth	President, Chief Executive Officer and Director
Thomas Meth	(Principal Executive Officer)
/s/ Shai S. Even	Executive Vice President and Chief Financial Officer
Shai S. Even	(Principal Financial Officer)
/s/ John K. Keppler
John K. Keppler	Executive Chairman
/s/ Ralph Alexander
Ralph Alexander	Director
/s/ John C. Bumgarner, Jr.
John C. Bumgarner, Jr.	Director
/s/ Martin N. Davidson
Martin N. Davidson	Director
/s/ Jim H. Derryberry
Jim H. Derryberry	Director

 

 

/s/ Gerrit L. Lansing, Jr.
Gerrit L. Lansing, Jr.	Director
/s/ Pierre F. Lapeyre, Jr.
Pierre F. Lapeyre, Jr.	Director
/s/ David M. Leuschen
David M. Leuschen	Director
/s/ Jeffrey W. Ubben
Jeffrey W. Ubben	Director
/s/ Gary L. Whitlock
Gary L. Whitlock	Director
/s/ Janet S. Wong
Janet S. Wong	Director
/s/ Eva T. Zlotnicka
Eva T. Zlotnicka	Director

 

 

 

Exhibit 5.1

 

 

August 2, 2023

 

Enviva Inc.

7272 Wisconsin Ave., Suite 1800

Bethesda, Maryland 20814

 

Ladies and Gentlemen:

 

We have acted as counsel for Enviva Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 3,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on August 2, 2023, which Common Stock may be issued from time to time in accordance with the terms of the Enviva Inc. Long-Term Incentive Plan (as amended from time to time, the “Plan”).

 

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

 

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Common Stock will be issued in accordance with the terms of the Plan.

 

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the shares of Common Stock have been duly authorized and, when the shares of Common Stock are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Common Stock will be validly issued, fully paid and non-assessable.

 

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

 

Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond Riyadh San Francisco Tokyo Washington

845 Texas Avenue, Suite 4700 Houston, Texas 77002 Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com

 

 

Enviva Inc.    August 2, 2023   Page 2

 

This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

 

	Very truly yours,
	/s/ Vinson & Elkins L.L.P.
	Vinson & Elkins L.L.P.

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in Registration Statement pertaining to the Enviva Inc. Long-Term Incentive Plan of our reports dated March 1, 2023, with respect to the consolidated financial statements and schedule of Enviva Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Enviva Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Tysons, Virginia

August 2, 2023

 

 

 

Exhibit 107.1

 

Calculation of Filing Fee Tables

 

Form S-8

Registration Statement

(Form Type)

 

Enviva Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1 – Newly Registered Securities
	Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)		Proposed Maximum Offering Price Per Unit (2)		Maximum Aggregate Offering Price (2)		Fee Rate		Amount of Registration Fee (2)
	Equity		Common Stock, $0.001 par value per share		Rule 457(c)and 457(h)		3,000,000 (1)		$13.03 (2)		$39,090,000		$110.20 per $1,000,000		$4,307.72
Total Offering Amounts									—		$39,090,000		—		$4,307.72
Total Fee Offsets									—		—		—		—
Net Fee Due									—		—		—		$4,307.72

 

(1)

The Form S-8 registration statement to which this Exhibit 107.1 is attached registers 3,000,000 shares of common stock, par value $0.001 of Enviva Inc., a Delaware corporation, pursuant to the Enviva Inc. Long-Term Incentive Plan (as amended, the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall be deemed to cover an indeterminate number of additional shares of common stock as may be necessary to adjust the number of shares of common stock that may become issuable by reason of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the Plan.

 

(2)

Estimated solely for purposes of calculating the registration fee, in accordance with Rule 457(h), on the basis of the price of securities of the same class, as determined in accordance with Rule 457(c), using the average of the high and low prices for the common stock reported on The New York Stock Exchange on July 28, 2023 (a date within five business days prior to the date of filing the Registration Statement), which was equal to $13.03.

 

 

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