BETHESDA, Md. (News release) -- Enviva Inc., a leading producer of sustainably sourced wood-based biomass, announced that the U.S. Bankruptcy Court for the Eastern District of Virginia (the "Court") approved, among other matters, its previously announced $500 million debtor-in-possession financing (the "DIP Facility") pursuant to the Debtor-in-Possession Credit and Note Purchase Agreement (the "DIP Facility Agreement") and the procedures and related materials that will govern the syndication of the DIP Facility. Pursuant to the DIP Facility Agreement, the Company intends to offer certain holders of shares of the Company's Common Stock, par value $0.001 (CUSIP 29415B103) (the "Common Stock") as of March 11, 2024 (the "Record Date" and such holders, the "Holders") the opportunity (the "Opportunity") to subscribe to participate in the syndication of the DIP Facility.
To be eligible to participate in the Opportunity, each Holder must be (i) an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or an entity in which all of the equity investors are such institutional accredited investors, (ii) a beneficial owner of Common Stock as of the Record Date, and (iii) not the Company (an "Eligible Holder"). An Eligible Holder may designate another entity that is a partner, affiliate, or related party of such Eligible Holder to be a subscriber in the Opportunity (a "Permitted Designee"). Each Eligible Holder may elect to participate and submit a subscription to lend any portion of the DIP loans up to an aggregate amount not to exceed $100 million, provided that the minimum committed participation amount of DIP loans by any Eligible Holder and any of its Permitted Designees (taken together) shall not be less than $1 million. If you are not an Eligible Holder, you may not participate in the Opportunity.
Eligible Holders that participate in the Opportunity will be subject to certain restrictions under the DIP Facility Agreement, including with respect to voting and information rights.
The ability of Eligible Holders to submit commitments for the Opportunity commences today, March 15, 2024 and will expire at 5:00 p.m., New York City Time, on March 28, 2024 unless extended earlier or terminated, in accordance with the applicable subscription documents, and which extension will be made by public announcement by the Company in a press release and/or Form 8-K.
If you are an Eligible Holder interested in participating in the Opportunity, you must complete copies of the relevant subscription documents. Copies of the relevant subscription documents may be obtained at www.kccllc.com/Enviva or by contacting the Information Agent, Kurtzman Carson Consultants LLC at Enviva DIP Syndication, c/o KCC, 222 N. Pacific Coast Highway, Suite 300, El Segundo, CA 90245, Telephone: (877) 499-4509 (U.S./Canada) or (917) 281-4800 (international), Email: EnvivaDIP@kccllc.com.
Certain principal terms of the DIP Facility and the Company and certain of its subsidiaries' contemplated restructuring are set forth in the DIP Facility Agreement, which is available at www.kccllc.com/Enviva (by clicking on the link for "DIP Syndication Materials").
The securities being offered pursuant to the Opportunity have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") and may not be offered absent registration or an exemption from registration. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
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