Outstanding Loans and Security Agreements | Outstanding Loans and Security Agreements The following is a summary of our debt as of December 31, 2024 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Current Long- Total 3.0% Green Convertible Senior Notes due June 2029 $ 402,500 $ — $ 391,239 $ 391,239 3.0% June 2029 Company 3.0% Green Convertible Senior Notes due June 2028 632,500 — 619,111 619,111 3.0% June 2028 Company 2.5% Green Convertible Senior Notes due August 2025 115,000 114,385 — 114,385 2.5% August 2025 Company Total recourse debt 1,150,000 114,385 1,010,350 1,124,735 4.6% Term Loan due October 2026 2,705 — 2,705 2,705 4.6% October 2026 Korean JV 4.6% Term Loan due April 2026 1,352 — 1,352 1,352 4.6% April 2026 Korean JV Total non-recourse debt 4,057 — 4,057 4,057 Total debt $ 1,154,057 $ 114,385 $ 1,014,407 $ 1,128,792 The following is a summary of our debt as of December 31, 2023 (in thousands, except percentage data): Unpaid Net Carrying Value Interest Maturity Dates Entity Current Long- Total 3.0% Green Convertible Senior Notes due June 2028 $ 632,500 $ — $ 615,205 $ 615,205 3.0% June 2028 Company 2.5% Green Convertible Senior Notes due August 2025 230,000 — 226,801 226,801 2.5% August 2025 Company Total recourse debt 862,500 — 842,006 842,006 4.6% Term Loan due October 2026 3,085 — 3,085 3,085 4.6% October 2026 Korean JV 4.6% Term Loan due April 2026 1,542 — 1,542 1,542 4.6% April 2026 Korean JV Total non-recourse debt 4,627 — 4,627 4,627 Total debt $ 867,127 $ — $ 846,633 $ 846,633 Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiary, Korean JV. The differences between the unpaid principal balances and the net carrying values apply to the deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2024, and December 31, 2023. Recourse Debt Facilities 3% Green Convertible Senior Notes due June 2029 On May 29, 2024, we issued the 3% Green Notes due June 2029 in an aggregate principal amount of $402.5 million due on June 1, 2029, unless earlier repurchased, redeemed or converted, less an initial purchasers’ discount of $12.1 million and other issuance costs of $0.7 million (together, the “3% Green Notes due June 2029 Transaction Costs”), resulting in net proceeds of $389.7 million. The 3% Green Notes due June 2029 were issued pursuant to, and are governed by, an indenture, dated as of May 29, 2024, between us and U.S. Bank Trust Company, National Association, as Trustee (the “3% Green Notes due June 2029 Indenture”), in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the purchase agreement among the Company and the representatives of the initial purchasers of the 3% Green Notes due June 2029, the Company granted the initial purchasers an option to purchase up to an additional $52.5 million aggregate principal amount of the 3% Green Notes due June 2029 (the “3% Green Notes due June 2029 Greenshoe Option”). The 3% Green Notes due June 2029 issued on May 29, 2024, included $52.5 million aggregate principal amount pursuant to the full exercise by the initial purchasers of the 3% Green Notes due June 2029 Greenshoe Option. The 3% Green Notes due June 2029 are senior, unsecured obligations accruing interest at a rate of 3% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2024. We may not redeem the 3% Green Notes due June 2029 prior to June 7, 2027, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the 3% Green Notes due June 2029 at any time, and from time to time, on or after June 7, 2027, and on or before the twenty-first scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption. Before March 1, 2029, the noteholders have the right to convert their 3% Green Notes due June 2029 only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “3% Green Notes due June 2029 Closing Price Condition”) or the trading price of the 3% Green Notes due June 2029 (the “3% Green Notes due June 2029 Trading Price Condition”), a redemption event, or other specified corporate events. If the 3% Green Notes due June 2029 Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their 3% Green Notes due June 2029 at any time during the immediately following quarter, commencing after the calendar quarter ending on September 30, 2024, subject to the partial redemption limitation. The 3% Green Notes due June 2029 Closing Price Condition was not met during the three months ended September 30, 2024, and accordingly, the noteholders could not convert their 3% Green Notes due June 2029 during the quarter ended December 31, 2024. Subject to the 3% Green Notes due June 2029 Trading Price Condition, the noteholders may convert their 3% Green Notes due June 2029 during the five business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 3% Green Notes due June 2029, as determined following a request by a holder of the 3% Green Notes due June 2029, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after March 1, 2029, the noteholders may convert their 3% Green Notes due June 2029 at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their 3% Green Notes due June 2029, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election. The initial conversion rate is 47.9795 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $20.84 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, as defined below, occur, then the conversion rate applicable to the conversion of the 3% Green Notes due June 2029 will, in certain circumstances, increase by up to 15.5932 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. At December 31, 2024, the maximum number of shares into which the 3% Green Notes due June 2029 could have been potentially converted if the conversion features were triggered was 25,588,011 shares of Class A common stock. According to the 3% Green Notes due June 2029 Indenture, a Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the 3% Green Notes due June 2029. The 3% Green Notes due June 2029 contain certain customary provisions relating to the occurrence of Events of Default, as defined in the 3% Green Notes due June 2029 Indenture. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 3% Green Notes due June 2029 then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the 3% Green Notes due June 2029 Indenture consists exclusively of the right of the noteholders to receive special interest on the 3% Green Notes due June 2029 for up to 180 days at a specified rate per annum not exceeding 0.5% on the principal amount of the 3% Green Notes due June 2029. The 3% Green Notes due June 2029 Transaction Costs were recorded as debt issuance costs and presented a reduction to the 3% Green Notes due June 2029 on our consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.8%. Total interest expense recognized related to the 3% Green Notes due June 2029 for the year ended December 31, 2024, was $8.6 million, and was comprised of (i) contractual interest expense and (ii) amortization of the initial purchasers’ discount and other issuance costs of $7.1 million and $1.5 million, respectively. We have not recognized any special interest expense related to the 3% Green Notes due June 2029 to date. The amount of unamortized debt issuance costs as of December 31, 2024, was $11.3 million. Although the 3% Green Notes due June 2029 contain embedded conversion features, we account for the 3% Green Notes due June 2029 in its entirety as a liability. As of December 31, 2024, the net carrying value of the 3% Green Notes due June 2029 was classified as a long-term liability in our consolidated balance sheets. 3% Green Convertible Senior Notes due June 2028 On May 16, 2023, we issued the 3% Green Convertible Senior Notes (the “3% Green Notes due June 2028”) in an aggregate principal amount of $632.5 million due on June 1, 2028, unless earlier repurchased, redeemed or converted, less an initial purchasers’ discount of $15.8 million and other issuance costs of $3.9 million (together, the “3% Green Notes due June 2028 Transaction Costs”), resulting in net proceeds of $612.8 million. The 3% Green Notes due June 2028 were issued pursuant to, and are governed by, an indenture, dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as Trustee (the “3% Green Notes due June 2028 Indenture”), in private placements to qualified institutional buyers pursuant to the Securities Act. Pursuant to the purchase agreement among us and the representatives of the initial purchasers of the 3% Green Notes due June 2028, we granted the initial purchasers an option to purchase up to an additional $82.5 million aggregate principal amount of the 3% Green Notes due June 2028 (the “3% Green Notes due June 2028 Greenshoe Option”). The 3% Green Notes due June 2028 issued on May 16, 2023, included $82.5 million aggregate principal amount pursuant to the full exercise by the initial purchasers of the 3% Green Notes due June 2028 Greenshoe Option. The 3% Green Notes due June 2028 are senior, unsecured obligations accruing interest at a rate of 3% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. We may not redeem the 3% Green Notes due June 2028 prior to June 5, 2026, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the 3% Green Notes due June 2028 at any time, and from time to time, on or after June 5, 2026, and on or before the forty-sixth scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption. Before March 1, 2028, the noteholders have the right to convert their 3% Green Notes due June 2028 only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “3% Green Notes due June 2028 Closing Price Condition”) or the trading price of the 3% Green Notes due June 2028 (the “3% Green Notes due June 2028 Trading Price Condition”), a redemption event, or other specified corporate events. If the 3% Green Notes due June 2028 Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their 3% Green Notes due June 2028 at any time during the immediately following quarter, commencing after the calendar quarter ending on September 30, 2023, subject to partial redemption limitation. The 3% Green Notes due June 2028 Closing Price Condition was not met during the three months ended September 30, 2024, and accordingly, the noteholders could not convert their 3% Green Notes due June 2028 during the quarter ended December 31, 2024. Subject to the 3% Green Notes due June 2028 Trading Price Condition, the noteholders may convert their 3% Green Notes due June 2028 during the five business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 3% Green Notes, as determined following a request by a holder of the 3% Green Notes due June 2028, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after March 1, 2028, the noteholders may convert their 3% Green Notes due June 2028 at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their 3% Green Notes due June 2028, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election. The initial conversion rate is 53.0427 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $18.85 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, as defined below, occur, then the conversion rate applicable to the conversion of the 3% Green Notes due June 2028 may, in certain circumstances, be increased by up to 22.5430 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. On December 31, 2024, the maximum number of shares into which the 3% Green Notes due June 2028 could have been potentially converted if the conversion features were triggered was 47,807,955 shares of Class A common stock. According to the 3% Green Notes due June 2028 Indenture, a Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the 3% Green Notes due June 2028. The 3% Green Notes due June 2028 contain certain customary provisions relating to the occurrence of Events of Default, as defined in the 3% Green Notes due June 2028 Indenture. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 3% Green Notes due June 2028 then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the 3% Green Notes due June 2028 Indenture consists exclusively of the right of the noteholders to receive special interest on the 3% Green Notes due June 2028 for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 3% Green Notes due June 2028. The 3% Green Notes due June 2028 Transaction Costs were recorded as debt issuance costs and presented a reduction to the 3% Green Notes due June 2028 on our consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.8%. The total interest expense recognized related to the 3% Green Notes due June 2028 for the years ended December 31, 2024, and 2023, was $22.9 million and $14.4 million, respectively and was comprised of contractual interest expense of $19.0 million and $12.0 million and amortization of the initial purchasers’ discount and other issuance costs of $3.9 million and $2.4 million, respectively. We have not recognized any special interest expense related to the 3% Green Notes to date. The amount of unamortized debt issuance costs as of December 31, 2024, and 2023, was $13.4 million and $17.3 million. Although the 3% Green Notes due June 2028 contain embedded conversion features, we account for the 3% Green Notes due June 2028 in its entirety as a liability. As of December 31, 2024, and 2023, the net carrying value of the 3% Green Notes due June 2028 was classified as a long-term liability in our consolidated balance sheets. Capped Calls On May 11, 2023, in connection with the pricing of the 3% Green Notes due June 2028, and on May 15, 2023, in connection with initial purchasers’ exercise of the 3% Green Notes due June 2028 Greenshoe Option, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain counterparties (the “Option Counterparties”). The Capped Calls cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 3% Green Notes due June 2028, the aggregate number of shares of our Class A common stock that initially underlie the 3% Green Notes due June 2028, and are expected generally to reduce potential dilution to holders of our common stock upon any conversion of the 3% Green Notes due June 2028 and at our election (subject to certain conditions), offset any cash payments we would be required to make in excess of the principal amount of converted 3% Green Notes due June 2028. The Capped Calls expire on June 1, 2028, and are exercisable only at maturity, but may be early terminated in various circumstances, including if the 3% Green Notes due June 2028 are early converted or repurchased. The default settlement method for the Capped Calls is net share settlement. However, we may elect to settle the Capped Calls in cash. The Capped Calls have an initial strike price of approximately $18.85 per share of Class A common stock, subject to certain adjustments. The strike price of $18.85 corresponds to the initial conversion price of the 3% Green Notes due June 2028. The number of shares underlying the Capped Calls is 33,549,508 shares of Class A common stock. The cap price of the Capped Calls is initially $26.46 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of our common stock on May 11, 2023. The Capped Calls are freestanding financial instruments. We used a portion of the proceeds from the issuance of the 3% Green Notes due June 2028 to pay for the Capped Calls’ premium. As the Capped Calls meet certain accounting criteria, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $54.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital on our consolidated balance sheets and will not be remeasured. 2.5% Green Convertible Senior Notes due August 2025 In August 2020, we issued the 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”) in an aggregate principal amount of $230.0 million, unless earlier repurchased, redeemed or converted, less an initial purchaser’s discount of $6.9 million and other issuance costs of $3.0 million (together, the “2.5% Green Notes Transaction Costs”), resulting in net proceeds of $220.1 million. The 2.5% Green Notes were issued pursuant to, and are governed by, an indenture, dated as of August 11, 2020, between us and U.S. Bank National Association, as trustee (the “2.5% Green Notes Indenture”), The 2.5% Green Notes are senior, unsecured obligations accruing interest at a rate of 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021. We may elect to redeem, at face value, all or any portion of the 2.5% Green Notes at any time on or after August 21, 2023, and on or before the twenty-sixth trading day immediately before the maturity date, provided certain conditions are met. In December 2024, the optional redemption feature of the 2.5% Green Notes was satisfied as the last reported sale price of the Company’s common stock exceeded 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period. However, we did not issue a notice of redemption as of December 31, 2024. Before May 15, 2025, the noteholders have the right to convert their 2.5% Green Notes only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “2.5% Green Notes Closing Price Condition”). If the 2.5% Green Notes Closing Price Condition is met on at least 20 of the last 30 consecutive trading days in any quarter, the noteholders may convert their 2.5% Green Notes at any time during the immediately following quarter. The 2.5% Green Notes Closing Price Condition was not met during the three months ended September 30, 2024, and accordingly, the noteholders could not convert their 2.5% Green Notes during the quarter ended December 31, 2024. From and after May 15, 2025, the noteholders may convert their 2.5% Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders elect to convert their 2.5% Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination thereof. The initial conversion rate is 61.6808 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change”, as defined in the 2.5% Green Notes Indenture, occur, the conversion rate applicable to the conversion of the 2.5% Green Notes may, in certain circumstances, be increased by up to 15.4202 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. On May 29, 2024, we used approximately $141.8 million of the net proceeds from the 3% Green Notes due June 2029 offering to repurchase $115.0 million of the outstanding principal amount of our 2.5% Green Notes in privately negotiated transactions. Half of the original principal balance, $115.0 million of the 2.5% Green Notes, was called and repurchased at 122.6% during the second quarter of fiscal year 2024. The 22.6% premium of $26.0 million and unpaid accrued interest of $0.8 million related to the repurchased amount were included in the final payment to the noteholders. As a result of the partial repurchase of the 2.5% Green Notes, we recognized a loss on extinguishment of debt of $27.2 million. On December 31, 2024, and 2023, the maximum number of shares into which the 2.5% Green Notes could have been potentially converted if the conversion features were triggered was 8,866,615 and 17,733,230 shares of Class A common stock, respectively. The 2.5% Green Notes Transaction Costs were recorded as debt issuance costs and presented a reduction to the 2.5% Green Notes on our consolidated balance sheets and were amortized to interest expense at an effective interest rate of 3.5% before the partial repurchase. The effective interest rate of the 2.5% Green Notes after the partial repurchase was 3.3%. The total interest expense recognized related to the 2.5% Green Notes for the years ended December 31, 2024, 2023, and 2022, was $5.5 million, $7.7 million, and $7.7 million, respectively, and was comprised of contractual interest expense of $4.1 million, $5.7 million, and $5.7 million and amortization of issuance costs of $1.4 million, $2.0 million, and $2.0 million, respectively. We have not recognized any special interest expense related to the 2.5% Green Notes to date. The amount of unamortized debt issuance costs as of December 31, 2024, and 2023, was $0.6 million and $3.2 million, respectively. Although the 2.5% Green Notes contain embedded conversion features, we account for the 2.5% Green Notes in its entirety as a liability. As of December 31, 2024, and 2023, the net carrying value of the 2.5% Green Notes was classified as a short-term liability and as a long-term liability in our consolidated balance sheets, respectively. Non-recourse Debt Facilities 4.6% Term Loans due April 2026 and October 2026 On April 11, 2023, and October 5, 2023, Korean JV entered into three-year $1.5 million and three-year $3.1 million credit agreements with SK ecoplant, respectively, to help fund its working capital. Both loans bear a fixed interest rate of 4.6% payable upon maturity along with the principal. Neither loan requires us to maintain a debt service reserve. Repayment Schedule and Interest Expense The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2024 (in thousands): 2025 $ 115,000 2026 4,057 2027 — 2028 632,500 2029 402,500 Thereafter — $ 1,154,057 Interest expense of $62.6 million, $108.3 million, and $53.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, was recorded in interest expense on the consolidated statements of operations. Interest expense for the year ended December 31, 2023, included $52.8 million as a result of the SK ecoplant Second Tranche Closing. For additional information, please see Note 17 — SK ecoplant Strategic Investment . |