Item 1.01 Entry into a Material Definitive Agreement.
The information included pursuant to Item 2.03 is incorporated by reference into
this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On July 15, 2022, the previously announced offering of The Industrial
Development Authority of Sumter County, Alabama's (the "Issuer") Exempt
Facilities Revenue Bonds (Enviva Inc. Project), Series 2022 (Green Bonds) (the
"Bonds" and such offering, the "Offering") in the aggregate principal amount of
$250,000,000 closed. The proceeds of the Offering are being loaned to Enviva
Inc. (the "Company") pursuant to the Loan and Guaranty Agreement (as defined
below) to fund all or a portion of the costs of the acquisition, construction,
equipping, and financing of the Company's wood pellet production plant to be
located in Epes, Alabama (the "Project") and to pay costs and expenses of the
Offering.
Loan and Guaranty Agreement
On July 1, 2022, the Company entered into that certain Loan and Guaranty
Agreement (the "Loan and Guaranty Agreement"), effective as of July 15, 2022, by
and among the Issuer, the Company, and certain of its subsidiaries as
guarantors. Pursuant to the Loan and Guaranty Agreement, the Company borrowed
$250.0 million (the "Loan"), representing the gross proceeds of the Offering,
from the Issuer. The Loan contains customary representations and warranties and
events of default. The Loan matures in full on July 15, 2052, and is subject to
mandatory prepayment requirements in connection with certain change of control
triggering events, mandatory redemption of the Bonds, and certain events of
default as set forth more fully in the Loan and Guaranty Agreement. Further, the
Bonds are subject to mandatory tender for purchase by the Company on July 15,
2032 at a purchase price equal to 100% of the principal amount of the Bonds,
plus accrued interest. Such prepayment may be required prior to maturity.
Borrowings under the Loan and Guaranty Agreement bear interest at a rate equal
to 6.00%. Interest is payable in arrears on January 15 and July 15 of each year,
commencing on January 15, 2023. The Company's obligations under the Loan and
Guaranty Agreement are guaranteed by most of the Company's existing subsidiaries
and may be guaranteed by certain future restricted subsidiaries.
The foregoing description of the Loan and Guaranty Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Loan and Guaranty Agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
EXHIBIT
NUMBER DESCRIPTION
10.1 Loan and Guaranty Agreement, dated as of July 1, 2022, by and among
The Industrial Development Authority of Sumter County, Enviva Inc.
and certain subsidiaries of Enviva Inc.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
1
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ENVIVA INC. 
