ENVIVA INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

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 under an Off-Balance Sheet

           Arrangement of a Registrant.

On November 22, 2022, the offering of the Mississippi Business Finance Corporation'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 $100,000,000 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 a portion of the costs of acquiring, constructing, equipping, and financing the Company's wood pellet production plant to be located near Bond, Mississippi (the "Project") and to pay costs and expenses of the Offering.

Loan and Guaranty Agreement

The Company entered into that certain Loan and Guaranty Agreement (the "Loan and Guaranty Agreement"), dated as of November 1, 2022 and effective as of November 22, 2022, by and among the Issuer, the Company, and certain of the Company's subsidiaries as guarantors. Pursuant to the Loan and Guaranty Agreement, the Company borrowed $100,000,000 (the "Loan"), representing the gross proceeds of the Offering, from the Issuer. The Loan and Guaranty Agreement contains customary representations and warranties and events of default. The Loan matures in full on July 15, 2047 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. The Loan bears interest at a rate equal to the rate of interest on the Bonds (7.75%). 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 November 1, 2022, by and
             among the Mississippi Business Finance Corporation, Enviva Inc., and
             certain subsidiaries of Enviva Inc.

  104        The cover page from this Current Report on Form 8-K, formatted in Inline
             XBRL.




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