Long-Term Debt | Long-Term Debt Our subsidiaries with long-term debt include SEI, Sunnova Energy Corporation, Helios Issuer, LLC ("HELI"), Sunnova EZ-Own Portfolio, LLC ("EZOP"), 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"), Sunnova Asset Portfolio 8, LLC ("AP8"), Sunnova Sol II Issuer, LLC ("SOLII"), Sunnova Helios V Issuer, LLC ("HELV"), Moonroad Services Group, LLC ("MR") and Sunnova Sol III Issuer, LLC ("SOLIII"). The following table presents the detail of long-term debt, net as recorded in the unaudited condensed consolidated balance sheets: Six Months Ended As of June 30, 2021 Year Ended As of December 31, 2020 Long-term Current Long-term Current (in thousands, except interest rates) SEI 9.75% convertible senior notes 21.70 % $ — $ — 14.53 % $ 95,648 $ — 0.25% convertible senior notes 0.70 % 575,000 — — — Debt discount, net (14,085) — (37,394) — Deferred financing costs, net (473) — (239) — Sunnova Energy Corporation Notes payable 14.47 % — — 7.14 % — 2,254 HELI Solar asset-backed notes 11.88 % — — 6.55 % 205,395 6,329 Debt discount, net — — (2,241) — Deferred financing costs, net — — (4,004) — EZOP Revolving credit facility 3.37 % 182,000 — 4.39 % 171,600 — Debt discount, net (1,143) — (1,431) — HELII Solar asset-backed notes 5.76 % 221,668 10,606 5.71 % 227,574 11,707 Debt discount, net (39) — (42) — Deferred financing costs, net (4,710) — (5,085) — RAYSI Solar asset-backed notes 5.55 % 118,163 5,723 5.49 % 120,391 5,836 Debt discount, net (1,288) — (1,376) — Deferred financing costs, net (4,122) — (4,334) — HELIII Solar loan-backed notes 4.08 % 115,630 11,527 4.01 % 122,047 13,065 Debt discount, net (2,365) — (2,423) — Deferred financing costs, net (2,270) — (2,326) — TEPH Revolving credit facility 6.05 % 218,950 — 5.81 % 239,570 — Debt discount, net (4,894) — (3,815) — TEPINV Revolving credit facility 22.16 % — — 10.80 % 25,240 29,464 Debt discount, net — — (1,322) — Deferred financing costs, net — — (1,758) — SOLI Solar asset-backed notes 3.93 % 376,238 15,480 3.91 % 384,258 15,416 Debt discount, net (107) — (113) — Deferred financing costs, net (8,405) — (8,915) — HELIV Solar loan-backed notes 4.13 % 120,743 15,056 3.97 % 129,648 16,515 Debt discount, net (810) — (885) — Deferred financing costs, net (3,583) — (3,905) — AP8 Revolving credit facility 5.81 % 20,954 4,403 5.31 % 42,047 4,386 SOLII Solar asset-backed notes 3.26 % 245,387 5,902 3.18 % 248,789 5,911 Debt discount, net (79) — (80) — Deferred financing costs, net (5,725) — (5,866) — HELV Solar loan-backed notes 2.39 % 161,287 19,496 — — Debt discount, net (914) — — — Deferred financing costs, net (3,484) — — — MR Note payable 7.04 % — 23,227 — — SOLIII Solar asset-backed notes 2.58 % 302,099 16,900 — — Debt discount, net (139) — — — Deferred financing costs, net (6,687) — — — Total $ 2,592,797 $ 128,320 $ 1,924,653 $ 110,883 Availability. As of June 30, 2021, we had $294.4 million of available borrowing capacity under our various financing arrangements, consisting of $18.0 million under the EZOP revolving credit facility, $241.8 million under the TEPH revolving credit facility and $34.6 million under the AP8 revolving credit facility. There was no available borrowing capacity under any of our other financing arrangements. As of June 30, 2021, 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 . During the six months ended June 30, 2021, the remaining holders of our 9.75% convertible senior notes converted approximately $97.1 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 12, Stockholders' Equity. In May 2021, we issued and sold an aggregate principal amount of $575.0 million of our 0.25% convertible senior notes ("0.25% convertible senior notes") in a private placement at a discount to the initial purchasers of 2.5%, for an aggregate purchase price of $560.6 million. The 0.25% convertible senior notes mature in December 2026 unless earlier redeemed, repurchased or converted. In connection with the pricing of the 0.25% convertible senior notes, we used proceeds of $91.7 million to enter into privately negotiated capped call transactions, which are expected to reduce the potential dilution to common shares and/or offset potential cash payments that could be required to be made in excess of the principal amount upon any exchange of notes. Such reduction and/or offset is subject to a cap initially equal to $60.00 per share, subject to adjustments. The capped call transactions cover, subject to customary adjustments, the number of shares of our common stock initially underlying the 0.25% convertible senior notes. As the capped call transactions meet certain accounting criteria, they are classified as stockholders' equity and therefore, are recorded in additional paid-in capital—common stock in the consolidated balance sheet and are not accounted for as derivatives. TEPH Debt . In January 2021, we amended the TEPH revolving credit facility to, among other things, (a) permit certain transactions in SRECs (or proceeds therefrom) and related hedging arrangements and exclude certain of such amounts from the calculation of net cash flow available to service the indebtedness and (b) allow for borrowings with respect to certain ancillary components. In June 2021, proceeds from the SOLIII Notes (as defined below) were used to repay $105.1 million in aggregate principal amount outstanding of TEPH debt. HELV Debt. In February 2021, we pooled and transferred eligible solar loans and the related receivables into HELV, a special purpose entity, that issued $150.1 million in aggregate principal amount of Series 2021-A Class A solar loan-backed notes and $38.6 million in aggregate principal amount of Series 2021-A Class B solar loan-backed notes (collectively, the "HELV Notes") with a maturity date of February 2048. The HELV Notes were issued at a discount of 0.001% for Class A and 2.487% for Class B and bear interest at an annual rate of 1.80% and 3.15%, respectively. The cash flows generated by these solar loans are used to service the monthly principal and interest payments on the HELV Notes and satisfy HELV's expenses, and any remaining cash can be distributed to Sunnova Helios V Depositor, LLC, HELV's sole member. In connection with the HELV 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 HELV pursuant to the related sale and contribution agreement. HELV is also required to maintain certain reserve accounts for the benefit of the holders of the HELV Notes, each of which must be funded at all times to the levels specified in the HELV Notes. The holders of the HELV Notes have no recourse to our other assets except as expressly set forth in the HELV Notes. EZOP and AP8 Debt. In February 2021, proceeds from the HELV Notes were used to repay $107.3 million and $29.5 million in aggregate principal amount of outstanding EZOP and AP8 debt, respectively. In March 2021, we amended the EZOP revolving credit facility to, among other things, (a) extend the maturity date to November 2023 and (b) increase the maximum facility amount from $200.0 million to $350.0 million. MR Debt. In April 2021, in connection with the Acquisition, we entered into an arrangement to finance the purchase of $29.0 million of inventory at an annual interest rate of 6.00% plus LIBOR (or acceptable replacement index) over twelve months. TEPINV Debt. In May 2021, the aggregate principal amount outstanding under the TEPINV revolving credit facility of $48.2 million was fully repaid using proceeds from the 0.25% convertible senior notes, all related interest rate swaps were unwound and the debt facility was terminated. SOLIII Debt . In June 2021, we pooled and transferred eligible solar energy systems and the related asset receivables into wholly-owned subsidiaries of SOLIII, a special purpose entity, that issued $319.0 million in aggregate principal amount of Series 2021-1 solar asset-backed notes (the "SOLIII Notes") with a maturity date of April 2056. The SOLIII Notes were issued at a discount of 0.04% and bear interest at an annual rate equal to 2.58%. The cash flows generated by the solar energy systems of SOLIII's subsidiaries are used to service the quarterly principal and interest payments on the SOLIII Notes and satisfy SOLIII's expenses, and any remaining cash can be distributed to Sunnova Sol III Depositor, LLC, SOLIII's sole member. In connection with the SOLIII 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 SOLIII pursuant to the sale and contribution agreement. SOLIII is also required to maintain certain reserve accounts for the benefit of the holders of the SOLIII Notes, each of which must remain funded at all times to the levels specified in the SOLIII Notes. The indenture requires SOLIII to track the debt service coverage ratio (such ratio, the "DSCR") of (a) the amount of certain payments received from customers, certain performance based incentives, certain energy credits and any applicable insurance proceeds as of a specific date to (b) interest and scheduled principal due on the SOLIII Notes as of such date, with the potential to enter into an early amortization period if the DSCR drops below a certain threshold. The holders of the SOLIII Notes have no recourse to our other assets except as expressly set forth in the SOLIII Notes. HELI Debt. In June 2021, the aggregate principal amount outstanding under the HELI solar asset-backed notes of $205.7 million was fully repaid using proceeds from the SOLIII Notes and the debt facility was terminated, which resulted in a loss on extinguishment of long-term debt of $9.8 million. Fair Values of Long-Term Debt . The fair values of our long-term debt and the corresponding carrying amounts are as follows: As of June 30, 2021 As of December 31, 2020 Carrying Estimated Carrying Estimated (in thousands) SEI 9.75% convertible senior notes $ — $ — $ 95,648 $ 100,482 SEI 0.25% convertible senior notes 575,000 579,206 — — Sunnova Energy Corporation notes payable — — 2,254 2,254 HELI solar asset-backed notes — — 211,724 220,941 EZOP revolving credit facility 182,000 182,000 171,600 171,600 HELII solar asset-backed notes 232,274 266,284 239,281 286,579 RAYSI solar asset-backed notes 123,886 136,950 126,227 146,506 HELIII solar loan-backed notes 127,157 134,790 135,112 149,489 TEPH revolving credit facility 218,950 218,950 239,570 239,570 TEPINV revolving credit facility — — 54,704 54,704 SOLI solar asset-backed notes 391,718 401,162 399,674 427,511 HELIV solar loan-backed notes 135,799 132,714 146,163 145,433 AP8 revolving credit facility 25,357 25,357 46,433 46,433 SOLII solar asset-backed notes 251,289 240,451 254,700 254,674 HELV solar loan-backed notes 180,783 176,987 — — MR note payable 23,227 23,227 — — SOLIII solar asset-backed notes 318,999 318,947 — — Total (1) $ 2,786,439 $ 2,837,025 $ 2,123,090 $ 2,246,176 (1) Amounts exclude the net deferred financing costs (classified as debt) and net debt discounts of $65.3 million and $87.6 million as of June 30, 2021 and December 31, 2020, respectively. For the EZOP, TEPH, TEPINV and AP8 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, HELIV, SOLII, HELV and SOLIII debt, we determined the estimated fair values based on a yield analysis of similar type debt. |