UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 30, 2022 (September 28, 2022)
Sunnova Energy International Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38995 | 30-1192746 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
20 East Greenway Plaza, Suite 540
Houston, Texas 77046
(Address, including zip code, of principal executive offices)
(281) 892-1588
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading | Name of Each Exchange on Which Registered | ||
Common Stock, $0.0001 par value per share | NOVA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to SLA Credit Agreement
On September 28, 2022, a wholly owned subsidiary (the “SLA Borrower”) of Sunnova Energy International Inc. (the “Company”) entered into that certain Amendment No. 11 to the Amended and Restated Credit Agreement and Omnibus Amendment No.3 (SLA) (the “SLA Amendment”), which, among other things, further amends that certain Amended and Restated Credit Agreement, dated as of March 27, 2019 (as previously amended, the “SLA Credit Agreement”), by and among the SLA Borrower, certain other subsidiaries of the Company, Credit Suisse AG, New York Branch, as agent, and the lenders and other financial institutions party thereto.
The SLA Amendment amended the SLA Credit Agreement to, among other things, (i) decrease the maximum facility amount from $585.0 million to $575.0 million and (ii) amend certain provisions relating to the agent’s allocation of certain payments made to the lenders, in each case as more particularly set forth in the SLA Amendment to the SLA Credit Agreement.
The foregoing description of the SLA Amendment is qualified in its entirety by reference to the full text of the SLA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following materials are filed as exhibits to this Current Report on Form 8-K.
Exhibit | Description | |
10.1* | Amendment No. 11 to the Amended and Restated Credit Agreement and Omnibus Amendment No. 3 (SLA), among Sunnova EZ-Own Portfolio, LLC, Sunnova SLA Management, LLC, Sunnova Asset Portfolio 7 Holdings, LLC, the Lenders party thereto, the Funding Agents party thereto, Wells Fargo Bank, National Association and Credit Suisse AG, New York Branch, dated as of September 28, 2022. | |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
* | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and 601(b)(10). The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SUNNOVA ENERGY INTERNATIONAL INC. | ||||||
Date: September 30, 2022 | By: | /s/ Robert L. Lane | ||||
Robert L. Lane | ||||||
Executive Vice President, Chief Financial Officer |