Indebtedness | 7. Indebtedness The following is a summary of the Company’s debt as of September 30, 2016 (dollars in thousands): Unpaid Unused Principal Net Carrying Value Borrowing Balance Current Long-Term Capacity Interest Maturity Dates Recourse debt: Secured revolving credit facility $ 364,000 $ 22,769 $ 338,562 $ 4,920 3.8%-5.8% December 2016 - December Vehicle and other loans 23,515 15,171 8,344 — 2.9%-7.6% March 2017 - June 2.75% convertible senior notes due in 2018 230,000 — 226,908 — 2.8% November 1.625% convertible senior notes due in 2019 566,000 — 557,941 — 1.6% November Zero-coupon convertible senior notes due in 2020 113,000 — 112,808 — 0.0% December 2020 Solar Bonds 334,407 182,485 151,588 * 1.1%-6.5% October 2016 - January Total recourse debt 1,630,922 220,425 1,396,151 4,920 Non-recourse debt: Term loan due in December 2016 86,759 86,488 — — 4.0% December Term loan due in December 2017 52,015 — 49,967 68,590 4.0% December 2017 Term loan due in January 2021 153,841 4,638 144,772 4,001 4.2% January 2021 MyPower revolving credit facility 134,287 133,552 — 55,713 3.7%-6.2% January Revolving aggregation credit facility 415,097 — 403,567 344,903 3.8%-4.4% December Solar Renewable Energy Credit Term Loan 35,866 12,538 22,473 1,542 6.6%-9.9% April 2017 - July 2021 Cash Equity Debt I 120,582 3,211 116,340 — 5.7% July 2033 Cash Equity Debt II 210,000 7,140 199,515 — 5.3% July 2034 Solar Asset-backed Notes, Series 2013-1 43,013 3,400 36,867 — 4.8% November Solar Asset-backed Notes, Series 2014-1 61,801 2,976 56,247 — 4.6% April 2044 Solar Asset-backed Notes, Series 2014-2 186,851 7,055 173,569 — 4.0%-Class A 5.4%-Class B July 2044 Solar Asset-backed Notes, Series 2015-1 119,199 1,511 112,886 — 4.2%-Class A 5.6%-Class B August 2045 Solar Asset-backed Notes, Series 2016-1 50,119 1,202 44,275 — 5.3%-Class A 7.5%-Class B September 2046 Solar Loan-backed Notes, Series 2016-A 140,586 3,514 126,851 — 4.8%-Class A 6.9%-Class B September 2048 Total non-recourse debt 1,810,016 267,225 1,487,329 474,749 Total debt $ 3,440,938 $ 487,650 $ 2,883,480 $ 479,669 * Out of the $350.0 million authorized to be issued by the Company’s board of directors, $15.6 million remained available to be issued. See below and Note 13, Related Party Transactions The following is a summary of the Company’s debt as of December 31, 2015 (dollars in thousands): Unpaid Unused Principal Net Carrying Value Borrowing Balance Current Long-Term Capacity Interest Rate Maturity Date Recourse debt: Secured revolving credit facility $ 360,000 $ 22,320 $ 333,287 $ 13,053 3.5%-5.8% December 2016 - December 2017 Vehicle and other loans 28,173 12,562 15,610 — 2.5%-7.6% January 2016 - June 2019 2.75% convertible senior notes due in 2018 230,000 — 225,795 — 2.8% November 2018 1.625% convertible senior notes due in 2019 566,000 — 555,981 — 1.6% November 2019 Zero-coupon convertible senior notes due in 2020 113,000 — 112,784 — 0.0% December 2020 Solar Bonds 214,324 178,309 35,778 # 1.3%-5.8% January 2016 - December 2030 Total recourse debt 1,511,497 213,191 1,279,235 13,053 Non-recourse debt: Term loan due in May 2016 34,622 33,918 — — 3.5% May 2016 Term loan due in December 2016 112,483 111,248 — — 3.6%-3.7% December 2016 MyPower revolving credit facility 213,125 — 210,735 26,875 3.0%-5.5% January 2017 Revolving aggregation credit facility 455,693 — 446,963 194,307 3.1%-3.2% December 2017 Solar Asset-backed Notes, Series 2013-1 45,845 3,342 39,669 — 4.8% November 2038 Solar Asset-backed Notes, Series 2014-1 64,431 2,855 58,938 — 4.6% April 2044 Solar Asset-backed Notes, Series 2014-2 193,755 6,319 181,041 — 4.0%-Class A 5.4%-Class B July 2044 Solar Asset-backed Notes, Series 2015-1 122,295 1,348 116,019 — 4.2%-Class A 5.6%-Class B August 2045 Total non-recourse debt 1,242,249 159,030 1,053,365 221,182 Total debt $ 2,753,746 $ 372,221 $ 2,332,600 $ 234,235 # Out of the $350.0 million authorized to be issued by the Company’s board of directors, $135.7 million remained available to be issued. See below and Note 13, Related Party Transactions Recourse debt refers to debt that is recourse to the Company’s general assets. Non-recourse debt refers to debt that is recourse to only specified assets or subsidiaries of the Company. The differences between the unpaid principal balances and the net carrying values are due to debt discounts and deferred financing costs. As of September 30, 2016, the Company was in compliance with all financial debt covenants. The Company’s debt is described further below except for the vehicle and other loans and the convertible senior notes, which did not change materially in the nine months ended September 30, 2016. Recourse Debt Facilities: Secured Revolving Credit Facility The Company has entered into a revolving credit agreement with a syndicate of banks to fund working capital, letters of credit and general corporate needs, with a total committed amount of $398.5 million. Borrowed funds bear interest, at the Company’s option, at an annual rate of (a) 3.25% plus LIBOR or (b) 2.25% plus the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The fee for undrawn commitments is 0.375% per annum. The secured revolving credit facility is secured by certain of the Company’s accounts receivable, inventory, machinery, equipment and other assets. Solar Bonds In October 2014, the Company commenced issuing Solar Bonds, which are senior unsecured obligations that are structurally subordinate to the indebtedness and other liabilities of the Company’s subsidiaries. Solar Bonds have been issued under multiple series that have various fixed terms and interest rates. In September 2015, the Company commenced issuing Solar Bonds with variable interest rates that reset quarterly and that can be redeemed quarterly at the option of the bondholder or the Company, with 30-day advance notice. The Company intends to continue to issue Solar Bonds from time to time depending on market conditions. In March 2015, Space Exploration Technologies Corporation, or SpaceX, purchased $90.0 million in aggregate principal amount of 2.00% Solar Bonds due in March 2016. In June 2015, SpaceX purchased an additional $75.0 million in aggregate principal amount of 2.00% Solar Bonds due in June 2016. In March 2016, $90.0 million in aggregate principal amount of the Solar Bonds held by SpaceX matured, and the proceeds were reinvested by SpaceX in $90.0 million in aggregate principal amount of 4.40% Solar Bonds due in March 2017. In June 2016, $75.0 million in aggregate principal amount of the Solar Bonds held by SpaceX matured, and the proceeds were reinvested by SpaceX in $75.0 million in aggregate principal amount of 4.40% Solar Bonds due in June 2017. In August 2016, the Chairman of the Company’s board of directors, the Company’s Chief Executive Officer and the Company’s Chief Technology Officer purchased $100.0 million in aggregate principal amount of 6.50% Solar Bonds due in February 2018. SpaceX, the Chairman of the Company’s board of directors, the Company’s Chief Executive Officer and the Company’s Chief Technology Officer are considered related parties; the Company has also issued Solar Bonds to other related parties; and such Solar Bonds are separately presented on the consolidated balance sheets (see Note 13, Related Party Transactions Non-Recourse Debt Facilities: Term Loan Due in May 2016 On May 23, 2014, a subsidiary of the Company entered into an agreement with a syndicate of banks for a term loan of $125.0 million. The term loan bore interest at an annual rate of 3.00% to 4.00%, depending on the cumulative period the term loan was outstanding, plus LIBOR or, at the Company’s option, plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The term loan was secured by certain assets and cash flows of the subsidiary and was non-recourse to the Company’s other assets or cash flows. In the first quarter of 2016, the Company fully repaid the term loan. Term Loan Due in December 2016 On February 4, 2014, a subsidiary of the Company entered into an agreement with a syndicate of banks for a term loan of $100.0 million. On February 20, 2014, the agreement was amended to increase the maximum term loan availability to $220.0 million. On March 20, 2014, the agreement was further amended to increase the maximum term loan availability to $250.0 million. The term loan bears interest at an annual rate of LIBOR plus 3.25% or, at the Company’s option, 3.25% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) Bank of America’s published “prime rate” or (iii) LIBOR plus 1.00%. The term loan is secured by the assets and cash flows of the subsidiary and is non-recourse to the Company’s other assets. In the first nine months of 2016, the Company repaid $25.7 million of the principal outstanding under the term loan. Term Loan Due in December 2017 On March 31, 2016, a subsidiary of the Company entered into an agreement for a term loan of $50.0 million. On April 6, 2016, the agreement was amended to increase the maximum term loan availability to $150.0 million. The term loan bears interest at an annual rate of the lender’s cost of funds plus 3.25%. The fee for undrawn commitments is 0.85% per annum. The term loan is secured by substantially all of the assets and cash flows of the subsidiary and is non-recourse to the Company’s other assets and cash flows. Term Loan Due in January 2021 In January 2016, a subsidiary of the Company entered into an agreement with a syndicate of banks for a term loan of $160.0 million. The term loan bears interest at an annual rate of three-month LIBOR plus 3.50%. The term loan is secured by substantially all of the assets of the subsidiary, including its interests in certain financing funds, and is non-recourse to the Company’s other assets. In the first nine months of 2016, the Company repaid $2.2 million of the principal outstanding under the term loan. MyPower Revolving Credit Facility On January 9, 2015, a subsidiary of the Company entered into a $200.0 million revolving credit agreement with a syndicate of banks to obtain funding for the MyPower customer loan program. The MyPower revolving credit facility initially provided up to $160.0 million of Class A notes and up to $40.0 million of Class B notes. On December 16, 2015, the committed amount under the Class A notes was increased to $200.0 million. The Class A notes bear interest at an annual rate of (i) for the first $160.0 million, 2.50% and (ii) for the remaining $40.0 million, 3.00%; in each case, plus (a) the commercial paper rate or (b) 1.50% plus adjusted LIBOR. The Class B notes bear interest at an annual rate of 5.00% plus LIBOR. The fee for undrawn commitments under the Class A notes is 0.50% per annum for the first $160.0 million of undrawn commitments and 0.75% per annum for the remaining $40.0 million of undrawn commitments, if any. The fee for undrawn commitments under the Class B notes is 0.50% per annum. The MyPower revolving credit facility is secured by the payments owed to the Company or its subsidiaries under MyPower customer loans and is non-recourse to the Company’s other assets. Revolving Aggregation Credit Facility On May 4, 2015, a subsidiary of the Company entered into an agreement with a syndicate of banks for a revolving aggregation credit facility with a total committed amount of $500.0 million. On July 13, 2015, the total committed amount was increased to $650.0 million. On March 23, 2016, the agreement was amended to modify the interest rates, extend the availability period and extend the maturity date. In the second quarter of 2016, the total committed amount was increased to $760.0 million. The revolving aggregation credit facility bears interest at an annual rate of 3.25% plus (i) for commercial paper loans, the commercial paper rate and (ii) for LIBOR loans, at the Company’s option, three-month LIBOR or daily LIBOR. The revolving aggregation credit facility is secured by certain assets and cash flows of certain subsidiaries of the Company and is non-recourse to the Company’s other assets. Solar Renewable Energy Credit Term Loans On March 31, 2016, a subsidiary of the Company entered into an agreement for a term loan of $15.0 million. The term loan bears interest at an annual rate of one-month LIBOR plus 9.00% or, at the Company’s option, 8.00% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. The term loan is secured by substantially all of the assets of the subsidiary, including its rights under forward contracts to sell solar renewable energy credits, and is non-recourse to the Company’s other assets. On July 14, 2016, the same subsidiary entered into an agreement for another term loan with a total committed amount of $36.4 million. The term loan bears interest at an annual rate of one-month LIBOR plus 5.75% or, at the Company’s option, 4.75% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. The term loan is secured by substantially all of the assets of the subsidiary, including its rights under forward contracts to sell solar renewable energy credits, and is non-recourse to the Company’s other assets. In the first nine months of 2016, the Company repaid $14.0 million of the principal outstanding under the term loans. Cash Equity Debt I In connection with the cash equity financing on May 2, 2016 discussed in Note 6, the Company issued $121.7 million in aggregate principal of debt that bears interest at a fixed rate of 5.65% per annum. This debt is secured by, among other things, the Company’s interests in certain financing funds and is non-recourse to the Company’s other assets. Cash Equity Debt II In connection with the cash equity financing on September 8, 2016 discussed in Note 6, the Company issued $210.0 million in aggregate principal of debt that bears interest at a fixed rate of 5.25% per annum. This debt is secured by, among other things, the Company’s interests in certain financing funds and is non-recourse to the Company’s other assets. Solar Asset-backed Notes, Series 2013-1 In November 2013, the Company pooled and transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued $54.4 million in aggregate principal of Solar Asset-backed Notes, Series 2013-1, backed by these solar assets to certain investors. The SPE is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these solar assets. As of September 30, 2016, these solar assets had a carrying value of $134.4 million and are included under solar energy systems, leased and to be leased — net, in the consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 0.05%. The cash flows generated by these solar assets are used to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly owned subsidiary of the Company. The Company recognizes revenue earned from the associated customer contracts in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by the qualifying solar energy systems are not available to the other creditors of the Company, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to the Company’s other assets. The Company contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. In connection with the pooling of the assets that were transferred to the SPE in November 2013, the Company terminated a lease pass-through arrangement with an investor. The lease pass-through arrangement had been accounted for as a borrowing and any amounts outstanding from the lease pass-through arrangement were recorded as a lease pass-through financing obligation. The balance that was then outstanding from the lease pass-through arrangement was $56.4 million. The Company paid the investor an aggregate of $40.2 million, and the remaining balance is to be paid over time. The remaining balance is paid using the net cash flows generated by the same assets previously leased under the lease pass-through arrangement, after payment of the principal and interest on the Solar Asset-backed Notes and expenses related to the assets and the Solar Asset-backed Notes, including asset management fees, custodial fees and trustee fees, and was contractually documented as a right to participate in future cash flows of the SPE. This right to participate in future residual cash flows generated by the assets of the SPE has been recorded as a component of other liabilities and deferred credits for the non-current portion and as a component of accrued and other current liabilities for the current portion under the caption “participation interest.” The Company accounted for the participation interest as a liability because the investor has no voting or management rights in the SPE, the participation interest would terminate upon the investor achieving a specified return and the investor has the option to put the participation interest to the Company on August 3, 2021 for the amount necessary for the investor to achieve the specified return, which would require the Company to settle the participation interest in cash. In addition, under the terms of the participation interest, the Company has the option to purchase the participation interest from the investor for the amount necessary for the investor to achieve the specified return. Solar Asset-backed Notes, 2014-1 In April 2014, the Company pooled and transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued $70.2 million in aggregate principal of Solar Asset-backed Notes, Series 2014-1, backed by these solar assets to certain investors. The SPE is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these solar assets. As of September 30, 2016, these solar assets had a carrying value of $126.0 million and are included under solar energy systems, leased and to be leased — net, in the consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 0.01%. The cash flows generated by these solar assets are used to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly owned subsidiary of the Company. The Company recognizes revenue earned from the associated customer contracts in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by the qualifying solar energy systems are not available to the other creditors of the Company, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to the Company’s other assets. The Company contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. Solar Asset-backed Notes, Series 2014-2 In July 2014, the Company pooled and transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued $160.0 million in aggregate principal of Solar Asset-backed Notes, Series 2014-2, Class A, and $41.5 million in aggregate principal of Solar Asset-backed Notes, Series 2014-2, Class B, backed by these solar assets to certain investors. The SPE is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these solar assets. As of September 30, 2016, these solar assets had a carrying value of $268.2 million and are included under solar energy systems, leased and to be leased — net, in the consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 0.01%. These solar assets and the associated customer contracts are leased to an investor under a lease pass-through arrangement that the Company has accounted for as a borrowing. The rent paid by the investor under the lease pass-through arrangement is used (and, following the expiration of the lease pass-through arrangement, the cash generated by these solar assets will be used) to service the monthly principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly owned subsidiary of the Company. The Company recognizes revenue earned from the associated customer contracts in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by these solar assets are not available to the other creditors of the Company, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to the Company’s other assets. The Company contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. Solar Asset-backed Notes, Series 2015-1 In August 2015, the Company pooled and transferred its interests in certain financing funds into a SPE and issued $103.5 million in aggregate principal of Solar Asset-backed Notes, Series 2015-1, Class A, and $20.0 million in aggregate principal of Solar Asset-backed Notes, Series 2015-1, Class B, backed by these solar assets to certain investors. The SPE is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these solar assets and continues to consolidate the underlying financing funds (see Note 8, VIE Arrangements Solar Asset-backed Notes, Series 2016-1 In February 2016, the Company transferred qualifying solar energy systems and the associated customer contracts into a SPE and issued $52.2 million in aggregate principal of Solar Asset-backed Notes, Series 2016-1, backed by these solar assets to certain investors. The SPE is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these solar assets. As of September 30, 2016, these solar assets had a carrying value of $72.4 million and are included under solar energy systems, leased and to be leased — net, in the consolidated balance sheets. The Solar Asset-backed Notes were issued at a discount of 6.71%. These solar assets and the associated customer contracts are leased to an investor under a lease pass-through arrangement that the Company has accounted for as a borrowing. The rent paid by the investor under the lease pass-through arrangement is used (and, following the expiration of the lease pass-through arrangement, the cash generated by these solar assets will be used) to service the semi-annual principal and interest payments on the Solar Asset-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly owned subsidiary of the Company. The Company recognizes revenue earned from the associated customer contracts in accordance with the Company’s revenue recognition policy. The assets and cash flows generated by these solar assets are not available to the other creditors of the Company, and the creditors of the SPE, including the Solar Asset-backed Note holders, have no recourse to the Company’s other assets. The Company contracted with the SPE to provide operations and maintenance and administrative services for the qualifying solar energy systems. Solar Loan-backed Notes, Series 2016-A On January 21, 2016, the Company pooled and transferred certain MyPower customer notes receivable into a SPE and issued $151.6 million in aggregate principal of Solar Loan-backed Notes, Series 2016-A, Class A, and $33.4 million in aggregate principal of Solar Loan-backed Notes, Series 2016-A, Class B, backed by these notes receivable to certain investors. The SPE is wholly owned by the Company and is consolidated in the Company’s financial statements. Accordingly, the Company did not recognize a gain or loss on the transfer of these notes receivable. The Solar Loan-backed Notes were issued at a discount of 3.22% for Class A and 15.90% for Class B. The payments received by the SPE under these notes receivable are used to service the semi-annual principal and interest payments on the Solar Loan-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to a wholly owned subsidiary of the Company. The SPE’s assets and cash flows are not available to the other creditors of the Company, and the creditors of the SPE, including the Solar Loan-backed Note holders, have no recourse to the Company’s other assets. |