Long-Term Debt | Long-Term DebtOur subsidiaries with long-term debt include SEI, Sunnova Energy Corporation, Sunnova Asset Portfolio 4, LLC ("AP4"), Helios Issuer, LLC ("HELI"), Sunnova LAP Holdings, LLC ("LAPH"), Sunnova EZ-Own Portfolio, LLC ("EZOP"), Sunnova TEP II Holdings, LLC ("TEPIIH"), Sunnova Helios II Issuer, LLC ("HELII"), Sunnova RAYS I Issuer, LLC ("RAYSI"), Sunnova Helios III Issuer, LLC ("HELIII"), Sunnova TEP Holdings, LLC ("TEPH"), Sunnova TEP Inventory, LLC ("TEPINV"), Sunnova Sol Issuer, LLC ("SOLI"), Sunnova Helios IV Issuer, LLC ("HELIV") and Sunnova Asset Portfolio 8, LLC ("AP8"). The following table presents the detail of long-term debt, net as recorded in the unaudited condensed consolidated balance sheets: Nine Months Ended As of September 30, 2020 Year Ended As of December 31, 2019 Long-term Current Long-term Current (in thousands, except interest rates) SEI 7.75% convertible senior notes 17.41 % $ — $ — 7.75 % $ 55,000 $ — 9.75% convertible senior notes 14.39 % 160,804 — — — Paid-in-kind 780 — — — Debt discount, net (64,490) — (16,913) — Deferred financing costs, net (416) — (480) — Sunnova Energy Corporation Notes payable 8.50 % — 2,769 3.22 % — 2,428 AP4 Secured term loan 10.81 % — — 5.61 % 86,369 6,109 Debt discount, net — — (452) — Deferred financing costs, net — — (196) — HELI Solar asset-backed notes 6.59 % 205,394 6,328 6.56 % 213,632 8,673 Debt discount, net (2,445) — (3,169) — Deferred financing costs, net (4,372) — (5,586) — LAPH Secured term loan 10.11 % 10,288 371 7.71 % 41,484 1,392 Debt discount, net (152) — (401) — Deferred financing costs, net (123) — (356) — EZOP Warehouse credit facility 4.64 % 115,450 — 6.60 % 121,400 — Debt discount, net (1,618) — (2,178) — TEPIIH Revolving credit facility 19.47 % — — 6.36 % 234,650 — Debt discount, net — — (2,219) — HELII Solar asset-backed notes 5.73 % 227,574 11,707 5.77 % 241,309 13,005 Debt discount, net (44) — (49) — Deferred financing costs, net (5,277) — (5,873) — RAYSI Solar asset-backed notes 5.49 % 121,844 5,993 5.47 % 126,828 6,327 Debt discount, net (1,421) — (1,547) — Deferred financing costs, net (4,441) — (4,759) — HELIII Solar loan-backed notes 4.00 % 124,660 14,704 4.03 % 135,543 19,030 Debt discount, net (2,451) — (2,532) — Deferred financing costs, net (2,353) — (2,410) — TEPH Revolving credit facility 5.72 % 380,720 — 6.70 % 90,325 — Debt discount, net (4,051) — (645) — TEPINV Revolving credit facility 10.15 % 35,819 36,640 7.95 % 54,707 40,500 Debt discount, net (1,811) — (2,856) — Deferred financing costs, net (2,322) — (2,207) — SOLI Solar asset-backed notes 3.91 % 389,435 15,318 — — Debt discount, net (117) — — — Deferred financing costs, net (9,169) — — — HELIV Solar loan-backed notes 3.91 % 134,293 15,899 — — Debt discount, net (921) — — — Deferred financing costs, net (4,028) — — — Total $ 1,795,039 $ 109,729 $ 1,346,419 $ 97,464 Availability. As of September 30, 2020, we had $224.1 million of available borrowing capacity under our various financing arrangements, consisting of $84.5 million under the EZOP warehouse credit facility, $56.8 million under the TEPH revolving credit facility, $22.7 million under the TEPINV revolving credit facility and $60.0 million under the AP8 revolving credit facility. There was no available borrowing capacity under any of our other financing arrangements. As of September 30, 2020, we were in compliance with all debt covenants under our financing arrangements. Weighted Average Effective Interest Rates. The weighted average effective interest rates disclosed in the table above are the weighted average stated interest rates for each debt instrument plus the effect on interest expense for other items classified as interest expense, such as the amortization of deferred financing costs, amortization of debt discounts and commitment fees on unused balances for the period of time the debt was outstanding during the indicated periods. SEI Debt . In May 2020, we issued and sold an aggregate principal amount of $130.0 million of our 9.75% convertible senior notes ("9.75% convertible senior notes") in a private placement at an issue price of 95%, for an aggregate purchase price of $123.5 million. The 9.75% convertible senior notes mature in April 2025 unless earlier redeemed, repurchased or converted. We granted the investors of the 9.75% convertible senior notes an option to purchase up to an additional $60.0 million aggregate principal amount of 9.75% convertible senior notes on the same terms and conditions, and the investors exercised this option and completed the purchase of such additional 9.75% convertible senior notes in June 2020. In May 2020, we also exchanged all $55.0 million aggregate principal amount outstanding of our 7.75% convertible senior notes for an equal principal amount of our 9.75% convertible senior notes. In the third quarter of 2020, certain holders of our 9.75% convertible senior notes converted approximately $84.8 million aggregate principal amount, including accrued and unpaid interest to the date of each conversion, of our 9.75% convertible senior notes into common stock. See Note 11, Stockholders' Equity. The investors in our 9.75% convertible senior notes may, at their option, convert all or any portion of their 9.75% convertible senior notes. Upon conversion, we may satisfy our conversion obligation by paying and/or delivering, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at our option, subject to certain terms and conditions. The conversion rate for the 9.75% convertible senior notes is 74.0741 shares of common stock per $1,000 principal amount of 9.75% convertible senior notes, plus accrued and unpaid interest, which is equivalent to an initial conversion price (excluding interest) of approximately $13.50 per share of common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the related indenture. On and after May 14, 2023, we have the right to cause the conversion of the 9.75% convertible senior notes if certain specified conditions are met, including minimum common stock price and minimum volume conditions. At any time prior to May 14, 2022, we may, at our option, redeem for cash up to 33.33% aggregate principal amount of the then outstanding 9.75% convertible senior notes (after giving effect to any conversions on or prior to such redemption date) at a redemption price equal to 115% of aggregate principal amount of 9.75% convertible senior notes so redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date, using the net cash proceeds of one or more equity offerings by us, provided the redemption occurs within 180 days of the date of the closing of such equity offering. At any time on or after May 14, 2023, we may, at our option, redeem for cash all (but not less than all) of the 9.75% convertible senior notes at the redemption price (expressed as percentages of principal amount) set forth below, plus any accrued and unpaid interest, if any, to, but excluding, the redemption date accrued and unpaid interest, if any, to, but excluding, the redemption date: Period Percentage At any time on and after May 14, 2023 but prior to May 14, 2024 115% At any time on and after May 14, 2024 110% On and after September 23, 2024, the holders of the 9.75% convertible senior notes have the option to require us to repurchase their 9.75% convertible senior notes for cash at a purchase price of 110% of the aggregate principal amount repurchased, plus accrued and unpaid interest to the date of repurchase. For accounting purposes and in accordance with GAAP, the exchange of our 7.75% convertible senior notes for our 9.75% convertible senior notes was treated as a debt modification and we separated the 9.75% convertible senior notes into liability and equity components. As of September 30, 2020, the carrying amount of the liability component for the 9.75% convertible senior notes of approximately $96.7 million (net of an unamortized debt discount of $64.5 million and unamortized issuance costs of $416,000) was determined based on a discounted cash flow analysis and a binomial lattice model. The valuation required the use of Level 3 unobservable inputs and subjective assumptions, including but not limited to, the stock price volatility and bond yield. The use of alternative market assumptions and estimation methodologies could have had an effect on these estimates of fair value. As of September 30, 2020, the carrying amount of the equity component for the 9.75% convertible senior notes of approximately $42.8 million (net of unamortized issuance costs of $653,000), representing the conversion option, was determined by deducting the carrying amount of the liability components from the principal amount of the 9.75% convertible senior notes. This difference between the principal amount of the 9.75% convertible senior notes and the liability component represents the debt discount, presented as a reduction to the 9.75% convertible senior notes in the unaudited condensed consolidated balance sheets and is amortized to interest expense, net using the effective interest method over the remaining term of the 9.75% convertible senior notes. The equity component of the 9.75% convertible senior notes is included in additional paid-in-capital—common stock in the unaudited condensed consolidated balance sheets and is not remeasured as long as it continues to meet the conditions for equity classification. AP4 Debt, TEPIIH Debt and LAPH Debt . In February 2020 , the aggregate principal amounts outstanding under the AP4 financing agreement and TEPIIH revolving credit facility of $92.0 million and $226.6 million, respectively, were fully repaid using proceeds from the SOLI Notes (as defined below), all related interest rate swaps were unwound and the debt facilities were terminated. In addition, proceeds from the SOLI Notes were used to repay $32.0 million of LAPH debt. EZOP Debt . In June 2020, proceeds from the HELIV Notes (as defined below) were used to repay $149.3 million in aggregate principal amount outstanding of EZOP debt. TEPH Debt . In March 2020, we amended the TEPH revolving credit facility to, among other things, (a) increase the maximum facility amount to $400.0 million, with all of the increased amount coming from Class A lenders on an uncommitted basis, (b) increase both the Class A and Class B interest rates by 0.40% and (c) modify the borrowing base calculation to shift a portion of the borrowing base from Class B to Class A lenders. In May 2020, we amended the TEPH revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $200.0 million to $390.0 million and (b) increase the unused line fee on such committed amounts. In June 2020, we amended the TEPH revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $390.0 million to $437.5 million, (b) modify the advance rates for solar energy systems and (c) modify the interest rates to an adjusted LIBOR rate plus a weighted average margin of 4.15%. SOLI Debt . In February 2020 , we pooled and transferred eligible solar energy systems and the related asset receivables into wholly-owned subsidiaries of SOLI, a special purpose entity, that issued $337.1 million in aggregate principal amount of Series 2020-1 Class A solar asset-backed notes and $75.4 million in aggregate principal amount of Series 2020-1 Class B solar asset-backed notes (collectively, the "SOLI Notes") with a maturity date of January 2055 . The SOLI Notes were issued at a discount of 0.89% for Class A and 0.85% for Class B and bear interest at an annual rate equal to 3.35% and 5.54% , respectively. The cash flows generated by the solar energy systems of SOLI's subsidiaries are used to service the quarterly principal and interest payments on the SOLI Notes and satisfy SOLI's expenses, and any remaining cash can be distributed to Sunnova Sol Depositor, LLC, SOLI's sole member. In connection with the SOLI Notes, certain of our affiliates receive a fee for managing and servicing the solar energy systems pursuant to a transaction management agreement and managing and servicing agreements. In addition, Sunnova Energy Corporation has guaranteed (a) the obligations of certain of our subsidiaries to manage and service the solar energy systems pursuant to management, servicing and transaction management agreements, (b) the managing members' obligations, in such capacity, under the related financing fund's limited liability company agreement and (c) certain of our subsidiaries' obligations to repurchase or substitute certain ineligible solar energy systems eventually sold to SOLI pursuant to the sale and contribution agreement. SOLI is also required to maintain a liquidity reserve account, a tax loss insurance proceeds account and a supplemental reserve account for the benefit of the holders of the SOLI Notes, each of which must remain funded at all times to the levels specified in the SOLI Notes. The creditors of SOLI have no recourse to our other assets except as expressly set forth in the SOLI Notes. HELIV Debt . In June 2020, we pooled and transferred eligible solar loans and the related receivables into HELIV, a special purpose entity, that issued $135.9 million in aggregate principal amount of Series 2020-A Class A solar loan-backed notes and $22.6 million in aggregate principal amount of Series 2020-A Class B solar loan-backed notes (collectively, the "HELIV Notes") with a maturity date of June 2047. The HELIV Notes were issued at a discount of 0.01% for Class A and 4.18% for Class B and bear interest at an annual rate of 2.98% and 7.25%, respectively. The cash flows generated by these solar loans are used to service the monthly principal and interest payments on the HELIV Notes and satisfy HELIV's expenses, and any remaining cash can be distributed to Sunnova Helios IV Depositor, LLC, HELIV's sole member. In connection with the HELIV Notes, certain of our affiliates receive a fee for managing and servicing the solar energy systems pursuant to management and service agreements. In addition, Sunnova Energy Corporation has guaranteed, among other things, (a) the obligations of certain of our subsidiaries to manage and service the solar energy systems pursuant to management and servicing agreements and (b) certain of our subsidiaries' obligations to repurchase or substitute certain ineligible solar loans eventually sold to HELIV pursuant to the related sale and contribution agreement. HELIV is also required to maintain a reserve account, a supplemental reserve account for equipment replacement and a capitalized interest reserve account for the benefit of the holders of the HELIV Notes, each of which must be funded at all times to the levels specified in the HELIV Notes. The creditors of HELIV have no recourse to our other assets except as expressly set forth in the HELIV Notes. AP8 Debt . In September 2020 , AP8 entered into a revolving credit facility with Banco Popular de Puerto Rico for an aggregate committed amount of $60.0 million with a maturity date of September 2023. The proceeds of the loans under the revolving credit facility, the first portion of which were not received until October 2020, are available to purchase or otherwise acquire solar loans, fund a reserve account that is required to be maintained by AP8 in accordance with the credit agreement and pay fees and expenses incurred in connection with the revolving credit facility. The amount available for borrowings at any one time under the revolving credit facility is limited to a borrowing base amount determined at each borrowing and calculated based on a specified advance rate applied to the net outstanding principal balance of the solar loans securing the revolving credit facility. Interest on the borrowings under the revolving credit facility is due monthly. Borrowings under the AP8 revolving credit facility bear interest at an annual rate of adjusted LIBOR plus an applicable margin . In connection with the AP8 revolving credit facility, certain of our affiliates receive a fee for managing and servicing the solar loan agreements and related solar energy systems pursuant to management and servicing agreements. In addition, Sunnova Energy Corporation has guaranteed (a) the manager's obligations to manage the solar loan agreements and related solar energy systems pursuant to the management agreement, (b) the servicer's obligations to service the solar loan agreements and related solar energy systems pursuant to the servicing agreement, (c) Sunnova Asset Portfolio 8 Holdings, LLC's obligations to repurchase or substitute certain ineligible solar loans sold to AP8 pursuant to certain sale and contribution agreements, (d) certain indemnification obligations related to its affiliates in connection with the AP8 revolving credit facility and (e) the obligation of AP8 under the AP8 revolving credit facility to the extent a default is caused by a misappropriation of funds or certain insolvency events relating to AP8, but does not provide a general guarantee of the creditworthiness of the assets of AP8 pledged as the collateral for the revolving credit facility. Under the limited guarantee, Sunnova Energy Corporation is subject to certain financial covenants regarding tangible net worth, working capital and restrictions on the use of proceeds from the AP8 revolving credit facility. Fair Values of Long-Term Debt . The fair values of our long-term debt and the corresponding carrying amounts are as follows: As of September 30, 2020 As of December 31, 2019 Carrying Estimated Carrying Estimated (in thousands) SEI 7.75% convertible senior notes $ — $ — $ 55,000 $ 37,964 SEI 9.75% convertible senior notes 161,584 170,114 — — Sunnova Energy Corporation notes payable 2,769 2,769 2,428 2,428 AP4 secured term loan — — 92,478 92,478 HELI solar asset-backed notes 211,722 220,307 222,305 223,895 LAPH secured term loan 10,659 10,659 42,876 42,876 EZOP warehouse credit facility 115,450 115,450 121,400 121,400 TEPIIH revolving credit facility — — 234,650 234,650 HELII solar asset-backed notes 239,281 290,893 254,314 281,850 RAYSI solar asset-backed notes 127,837 150,689 133,155 139,004 HELIII solar loan-backed notes 139,364 156,345 154,573 155,701 TEPH revolving credit facility 380,720 380,720 90,325 90,325 TEPINV revolving credit facility 72,459 72,459 95,207 95,207 SOLI solar asset-backed notes 404,753 438,874 — — HELIV solar loan-backed notes 150,192 150,794 — — Total (1) $ 2,016,790 $ 2,160,073 $ 1,498,711 $ 1,517,778 (1) Amounts exclude the net deferred financing costs and net debt discounts of $112.0 million and $54.8 million as of September 30, 2020 and December 31, 2019, respectively. For the AP4, LAPH, EZOP, TEPIIH, TEPH and TEPINV debt, the estimated fair values approximate the carrying amounts due primarily to the variable nature of the interest rates of the underlying instruments. For the notes payable, the estimated fair value approximates the carrying amount due primarily to the short-term nature of the instruments. For the convertible senior notes and the HELI, HELII, RAYSI, HELIII, SOLI and HELIV debt, we determined the estimated fair values based on a yield analysis of similar type debt. |