Enviva Partners, LP Receives Offer to Acquire Sampson Production Plant





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


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.

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.