ENVIVA INC. Item 2.02 Results of Operations and Financial Condition.
On
The information in Item 2.02 of this Current Report and Exhibit 99.1 is being "furnished" and shall not be deemed to be "filed" by the Company 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, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On
Copies of the press releases are attached hereto as Exhibits 99.1, 99.2, and 99.3, respectively, and are incorporated herein by reference.
The information in Item 7.01 of this Current Report, including Exhibits 99.1, 99.2, and 99.3, is being "furnished" and shall not be deemed to be "filed" by the Company for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 8.01 Other Events. Underwriting Agreement
On
The issuance and sale of the Common Stock has been registered under the
Securities Act, pursuant to the Company's shelf registration statement on Form
S-3 filed with the
The Underwriting Agreement contains customary representations, warranties, and agreements by the Company and customary conditions to closing, obligations of the parties, and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. Furthermore, the Company has agreed with the Underwriters not to offer or sell any Common Stock (or securities convertible into or exchangeable for Common Stock), subject to limited exceptions, for a period of 60 days after the date of the Underwriting Agreement without the prior written consent of the Representatives.
2
The Underwriters and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking, and investment banking services for the Company and its affiliates in the ordinary course of business for which they have received and would receive customary compensation. In addition, in the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve the Company's securities and/or instruments.
The foregoing description is not complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.
Cautionary Statements
This Current Report includes "forward-looking statements" within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control. All statements included in this Current Report, other than historical facts, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report. Although the Company believes that the plans, intentions, and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions, or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied, or forecast in such statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated January 19, 2022 , by and among Enviva
Inc. and Goldman Sachs & Co. LLC , Citigroup Global Markets Inc. , and
J.P. Morgan Securities LLC , as representatives of the several
underwriters named therein.
5.1 Opinion of Vinson & Elkins L.L.P. , as to the validity of the Common
Stock.
23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
99.1 Press release titled "Enviva Announces MOU with U.S. Customer,
Provides Updates to Business and Sales Pipeline, and Accelerates
Capacity Expansions," dated January 19, 2022 .
99.2 Press release titled "Enviva Announces Public Offering of Common
Stock," dated January 19, 2022 .
99.3 Press release titled "Enviva Prices Offering of Common Stock," dated
January 19, 2022 .
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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