Deal Description: On March 25, 2019, Enviva Partners, LP (the "Partnership") (NYSE: EVA) announced that it will acquire 100% of the Class B units of Enviva Wilmington Holdings, LLC from a wholly-owned subsidiary of Enviva Holdings, LP (“Holdings”) pursuant to a Contribution Agreement dated as of March 21, 2019. The aggregate consideration for the transaction was approximately $165.0 million, consisting of $115 million in cash and the issuance of 1,681,238 common units.

The terms of the transaction were unanimously approved by the board of directors (the “Partnership Board”) of Enviva Partners GP, LLC, a subsidiary of Holdings and the general partner of the Partnership, based on the unanimous approval and recommendation of the Conflicts Committee of the Partnership Board (the “Conflicts Committee”), which is comprised of independent directors.

Baker Botts represented the Conflicts Committee.

Outside Counsel to the Conflicts Committee: Baker Botts L.L.P.

Financial Advisors to the Conflicts Committee:Evercore

Value: $165 million

Other Party: Enviva Holdings, LP

Counsel to Enviva Holdings, LP: Vinson & Elkins LLP

The Baker Botts Team:

Corporate: Michael Rosenwasser (Partner; New York), Michael Swidler (Partner; New York), Jonathan Kovacs (Associate; New York)

Tax: Michael Bresson (Partner; Houston), Jared Meier (Associate; Houston)

Environmental: Matthew Kuryla (Partner; Houston)

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