Enviva Partners, LP Receives Offer to Acquire Sampson Production Plant
Public Company Information:
BETHESDA, Md.--(BUSINESS WIRE)--Enviva Partners, LP (NYSE: EVA) (the “Partnership” or “we”) today announced that Enviva Wilmington Holdings, LLC (the “Hancock JV”), a joint venture between an affiliate of Enviva Holdings, LP and affiliates of John Hancock Life Insurance Company, has offered to sell the entity which owns the wood pellet production plant in Sampson County, North Carolina (the “Sampson plant”), along with a 10-year, 420,000 metric ton per year (“MTPY”) off-take contract with an affiliate of DONG Energy, to the Partnership. The transaction also includes a 15-year, 95,000 MTPY off-take contract with the Hancock JV and a third-party shipping contract. As previously announced, the board of directors of the Partnership’s general partner has formed a Conflicts Committee comprised solely of independent directors to evaluate the offer. The final purchase price and other terms are subject to negotiation with, and approval of, the Conflicts Committee, but the Partnership currently expects the final purchase price to be between $170 million and $180 million. Assuming terms of the acquisition are agreed upon, the Partnership expects the transaction to close on or about January 3, 2017.
Construction of the Sampson plant is complete and the plant is producing wood pellets for sale. The Sampson plant is expected to produce approximately 500,000 MTPY of wood pellets in 2017 and to reach its full production capacity of approximately 600,000 MTPY in 2019. The Sampson plant is expected to generate incremental Adjusted EBITDA of approximately $22 million for 2017, increasing to approximately $27 million once full production capacity is achieved. Assuming completion of the drop-down acquisition, the weighted average remaining term of the Partnership’s off-take contracts would extend to 9.7 years and our contracted revenue backlog would increase to $5.7 billion as of January 1, 2017.
About Enviva Partners, LP
Enviva Partners, LP (NYSE: EVA) is a publicly traded master limited partnership that aggregates a natural resource, wood fiber, and processes it into a transportable form, wood pellets. The Partnership sells a significant majority of its wood pellets through long-term, take-or-pay agreements with creditworthy customers in the United Kingdom and Europe. The Partnership owns and operates six plants in Southampton County, Virginia; Northampton County and Ahoskie, North Carolina; Amory and Wiggins, Mississippi; and Cottondale, Florida. We have a combined production capacity of approximately 2.3 million MTPY of wood pellets. In addition, the Partnership owns a deep-water marine terminal at the Port of Chesapeake, Virginia, which is used to export wood pellets. Enviva Partners also exports pellets through the ports of Mobile, Alabama and Panama City, Florida.
To learn more about Enviva Partners, LP, please visit our website at www.envivabiomass.com.
Non-GAAP Financial Measures
We define adjusted EBITDA as net income or loss excluding depreciation and amortization, interest expense, income tax expense, early retirement of debt obligations, non-cash unit compensation expense, asset impairments and disposals, and certain other items of income or loss that we characterize as unrepresentative of our ongoing operations. Adjusted EBITDA is a supplemental measure used by our management and other users of our financial statements, such as investors, commercial banks, and research analysts, to assess the financial performance of our assets without regard to financing methods or capital structure.
Our estimates of incremental adjusted EBITDA from the Sampson plant are based on numerous assumptions that are subject to significant risks and uncertainties. The assumptions underlying such estimates are inherently uncertain and subject to significant business, economic, financial, regulatory, and competitive risks and uncertainties that could cause actual results and amounts to differ materially from those estimates. For more information about such significant risks and uncertainties, please see the risk factors discussed or referenced in our filings with the Securities and Exchange Commission (the “SEC”), including the Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q most recently filed with the SEC. A reconciliation of estimated incremental adjusted EBITDA to GAAP net income is not provided because forward-looking GAAP net income generated by the Sampson plant is not accessible and reconciling information is not available without unreasonable effort. The amount of interest expense with respect to the Sampson plant is not accessible or estimable at this time. The amount of actual interest expense incurred could be significant, such that the actual amount of net income generated by the Sampson plant could vary substantially from the respective amount of estimated incremental adjusted EBITDA.
Cautionary Note Concerning Forward-Looking Statements
Certain statements and information in this press release, including those concerning our future results of operations, acquisition opportunities, and distributions, may constitute “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on the Partnership’s current expectations and beliefs concerning future developments and their potential effect on the Partnership. Although management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates. The forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership’s control) and assumptions that could cause actual results to differ materially from the Partnership’s historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to: (i) the amount of products that the Partnership is able to produce, which could be adversely affected by, among other things, operating difficulties; (ii) the volume of products that the Partnership is able to sell; (iii) the price at which the Partnership is able to sell products; (iv) changes in the price and availability of natural gas, coal, or other sources of energy; (v) changes in prevailing economic conditions; (vi) the Partnership’s ability to complete acquisitions, including acquisitions from its sponsor; (vii) our ability to successfully negotiate and complete the acquisition of the Sampson plant and associated contracts (the “Sampson Acquisition”), integrate the Sampson plant into our existing operations, and realize the anticipated benefits of the Sampson Acquisition; (viii) unanticipated ground, grade, or water conditions; (ix) inclement or hazardous weather conditions, including extreme precipitation, temperatures, and flooding; (x) environmental hazards; (xi) fires, explosions, or other accidents; (xii) changes in domestic and foreign laws and regulations (or the interpretation thereof) related to renewable or low-carbon energy, the forestry products industry, or power generators; (xiii) inability to acquire or maintain necessary permits; (xiv) inability to obtain necessary production equipment or replacement parts; (xv) technical difficulties or failures; (xvi) labor disputes; (xvii) late delivery of raw materials; (xviii) inability of the Partnership’s customers to take delivery or their rejection of delivery of products; (xix) failure of the Partnership’s customers to pay or perform their contractual obligations to the Partnership; (xx) changes in the price and availability of transportation; and (xxi) the Partnership’s ability to borrow funds and access capital markets.
For additional information regarding known material factors that could cause the Partnership’s actual results to differ from projected results, please read its filings with the SEC, including the Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q most recently filed with the SEC. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.