Enviva Partners, LP Completes Sampson Drop-down Acquisition
BETHESDA, Md.–(BUSINESS WIRE)–Enviva Partners, LP (NYSE: EVA) (“Enviva” or the “Partnership”) has
completed the previously announced acquisition of the Sampson plant and
associated off-take contracts (the “Sampson acquisition”) from Enviva
Holdings, LP’s (the “Sponsor”) joint venture with affiliates of John
Hancock Life Insurance Company (the “Hancock JV”).
“We are pleased to announce that the Sampson acquisition, our second
drop-down transaction since our IPO last year, was completed ahead of
schedule,” said John Keppler, Chairman and Chief Executive Officer. “The
acquisition adds a world-class asset to our production fleet and further
diversifies our customer base, and the related financing activities
provide significant financial flexibility as we plan for continued
long-term growth.”
Sampson Acquisition
The Sampson acquisition includes a wood pellet production plant in
Sampson County, North Carolina (the “Sampson plant”), a 10-year, 420,000
metric tons per year (“MTPY”) off-take contract with an affiliate of
DONG Energy Thermal Power A/S, a 15-year, 95,000 MTPY off-take contract
with the Hancock JV, and matching third-party shipping contracts. The
acquired off-take contracts extend the weighted average remaining term
of the Partnership’s portfolio of off-take contracts to 9.7 years and
increase the product sales backlog to $5.7 billion, each as of January
1, 2017.
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 net income and adjusted EBITDA of approximately
$2.3 million and $22.0 million, respectively, for 2017, increasing to
approximately $6.5 million and $27.0 million, respectively, once full
production capacity is achieved. The Partnership’s previously disclosed
full-year 2017 guidance for ranges of net income of $31.0 million to
$35.0 million and adjusted EBITDA of $110.0 million to $114.0 million
include the incremental net income and adjusted EBITDA expected from the
Sampson acquisition.
Financing Activity
The consideration for the $175.0 million purchase price for the Sampson
acquisition, adjusted in accordance with the terms of the contribution
agreement for estimated working capital at the time of the transaction,
was financed with the issuance of 1,098,415 common units representing
limited partner interests in the Partnership to affiliates of John
Hancock Life Insurance Company at approximately $27.31 per unit,
resulting in a value of $30.0 million, and a portion of the $300.0
million in proceeds from the previously announced issuance of the
Partnership’s senior unsecured notes due 2021 (the “Senior Notes”). The
remainder of the proceeds from the Senior Notes was used to repay $158.1
million of outstanding term loan indebtedness, plus accrued interest,
under the Partnership’s senior secured credit facilities. In connection
with the repayment of term loan indebtedness, the Partnership’s revolver
capacity under its senior secured credit facility increased from $25.0
million to $100.0 million.
Evercore served as exclusive financial advisor and Andrews Kurth Kenyon
LLP served as legal counsel to the conflicts committee of the board of
directors of the Partnership’s general partner. Vinson & Elkins L.L.P.
served as legal counsel to the Hancock JV.
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 seven plants with a
combined production capacity of approximately 2.8 million metric tons of
wood pellets per year in Virginia, North Carolina, Mississippi, and
Florida. 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
Wilmington, North Carolina, 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 use adjusted EBITDA and distributable cash flow to measure our
financial performance. Adjusted EBITDA and distributable cash flow are
not financial measures presented in accordance with accounting
principles generally accepted in the United States (“GAAP”). We believe
that the presentation of these non-GAAP financial measures provides
useful information to investors in assessing our financial condition and
results of operations. Our non-GAAP financial measures should not be
considered as alternatives to the most directly comparable GAAP
financial measures. Each of these non-GAAP financial measures has
important limitations as an analytical tool because they exclude some,
but not all, items that affect the most directly comparable GAAP
financial measures. You should not consider adjusted EBITDA or
distributable cash flow in isolation or as substitutes for analysis of
our results as reported under GAAP. Our definitions of these non-GAAP
financial measures may not be comparable to similarly titled measures of
other companies, thereby diminishing their utility.
Adjusted EBITDA
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.
Distributable Cash Flow
We define distributable cash flow as adjusted EBITDA less maintenance
capital expenditures and interest expense net of amortization of debt
issuance costs and original issue discount. We use distributable cash
flow as a performance metric to compare the cash generating performance
of the Partnership from period to period and to compare the cash
generating performance of the Partnership for specific periods to the
cash distributions (if any) that are expected to be paid to our
unitholders. We do not rely on distributable cash flow as a liquidity
measure.
The following table provides a reconciliation of the estimated range of
adjusted EBITDA and distributable cash flow to the estimated range of
net income, in each case, for the twelve months ending December 31, 2017
(in millions):
Twelve Months | ||||
Ending | ||||
December 31, | ||||
2017 | ||||
Estimated net income | $ | 31.0 – 35.0 | ||
Add: | ||||
Depreciation and amortization | 34.5 | |||
Interest expense | 31.3 | |||
Non-cash unit compensation expense | 6.6 | |||
Asset impairments and disposals | 4.0 | |||
Early retirement of debt obligations | 2.6 | |||
Estimated adjusted EBITDA | $ | 110.0 – 114.0 | ||
Less: | ||||
Interest expense net of amortization of debt issuance costs and |
29.0 | |||
Maintenance capital expenditures | 5.0 | |||
Estimated distributable cash flow | $ | 76.0 – 80.0 | ||
The following table provides a reconciliation of the estimated adjusted
EBITDA to the estimated net income associated with the Sampson plant and
related contracts for the twelve months ending December 31, 2017 and
December 31, 2019 (in millions):
Twelve Months | Twelve Months | |||||||
Ending | Ending | |||||||
December 31, | December 31, | |||||||
2017 | 2019 | |||||||
Estimated net income | $ | 2.3 |
$ |
6.5 |
||||
Add: | ||||||||
Depreciation and amortization | 6.8 | 7.1 | ||||||
Interest expense | 12.9 | 12.9 | ||||||
Asset impairments and disposals | – | 0.5 | ||||||
Estimated adjusted EBITDA | $ | 22.0 |
$ |
27.0 |
||||
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 volume of products that we are able to
sell; (ii) the price at which we are able to sell our products; (iii)
failure of the Partnership’s customers, vendors, and shipping partners
to pay or perform their contractual obligations to the Partnership; (iv)
the creditworthiness of our financial counterparties; (v) the amount of
low-cost wood fiber that we are able to procure and process, which could
be adversely affected by, among other things, operating or financial
difficulties suffered by our suppliers; (vi) the amount of products that
we are able to produce, which could be adversely affected by, among
other things, operating difficulties; (vii) changes in the price and
availability of natural gas, coal, or other sources of energy; (viii)
changes in prevailing economic conditions; (ix) the ability of the
Partnership to complete acquisitions, including acquisitions from our
Sponsor and the Hancock JV, such as the Sampson acquisition, and realize
the anticipated benefits of such acquisitions; (x) unanticipated ground,
grade, or water conditions; (xi) inclement or hazardous weather
conditions, including extreme precipitation, temperatures, and flooding;
(xii) environmental hazards; (xiii) fires, explosions, or other
accidents; (xiv) 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; (xv)
changes in the regulatory treatment of biomass in core and emerging
markets for utility-scale generation; (xvi) the inability to acquire or
maintain necessary permits or rights for our production, transportation,
and terminaling operations; (xvii) the inability to obtain necessary
production equipment or replacement parts; (xviii) operating or
technical difficulties or failures at our plants or ports; (xix) labor
disputes; (xx) the inability of our customers to take delivery of our
products or their rejection of delivery of our products; (xxi) changes
in the price and availability of transportation; (xxii) changes in
foreign currency exchange rates; (xxiii) changes in interest rates;
(xxiv) failure of our hedging arrangements to effectively reduce our
exposure to interest and foreign currency exchange rate risk; (xxv)
risks related to our indebtedness; (xxvi) changes in the quality
specifications for our products that are required by our customers;
(xxvii) the effects of the approval of the United Kingdom of the exit of
the United Kingdom (“Brexit”) from the European Union, and the
implementation of Brexit, in each case on our and our customers’
businesses; and (xxviii) the ability of the Partnership 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 Securities and Exchange Commission,
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.