Long-Term Debt | Long-Term Debt Our subsidiaries with long-term debt include Sunnova Energy Corporation, 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 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"), Sunnova Sol III Issuer, LLC ("SOLIII"), Sunnova Helios VI Issuer, LLC ("HELVI"), Sunnova Helios VII Issuer, LLC ("HELVII"), Sunnova Helios VIII Issuer, LLC ("HELVIII"), Sunnova Sol IV Issuer, LLC ("SOLIV") and Sunnova Helios IX Issuer, LLC ("HELIX"). 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, 2022 Year Ended As of December 31, 2021 Long-term Current Long-term Current (in thousands, except interest rates) SEI 0.25% convertible senior notes 0.71 % $ 575,000 $ — 0.70 % $ 575,000 $ — 2.625% convertible senior notes 3.38 % 600,000 — — — Debt discount, net (25,596) — (12,810) — Deferred financing costs, net (916) — (547) — Sunnova Energy Corporation 5.875% senior notes 6.54 % 400,000 — 6.42 % 400,000 — Debt discount, net (3,885) — (4,629) — Deferred financing costs, net (7,846) — (9,341) — EZOP Revolving credit facility 4.40 % 409,000 — 4.12 % 190,000 — Debt discount, net (602) — (898) — HELII Solar asset-backed notes 5.72 % 204,016 8,632 5.71 % 217,465 8,952 Debt discount, net (31) — (36) — Deferred financing costs, net (3,763) — (4,346) — RAYSI Solar asset-backed notes 5.56 % 107,538 9,120 5.55 % 115,792 4,573 Debt discount, net (1,006) — (1,166) — Deferred financing costs, net (3,558) — (3,893) — HELIII Solar loan-backed notes 4.43 % 96,700 10,555 4.79 % 105,331 10,916 Debt discount, net (1,610) — (1,838) — Deferred financing costs, net (1,546) — (1,765) — TEPH Revolving credit facility 7.23 % 317,200 — 6.86 % 118,950 — Debt discount, net (2,310) — (3,678) — SOLI Solar asset-backed notes 3.93 % 353,484 15,998 3.91 % 366,304 15,563 Debt discount, net (90) — (100) — Deferred financing costs, net (7,093) — (7,881) — HELIV Solar loan-backed notes 4.17 % 107,550 11,659 4.16 % 116,579 11,937 Debt discount, net (602) — (724) — Deferred financing costs, net (2,772) — (3,283) — AP8 Revolving credit facility — % — — 7.17 % — — SOLII Solar asset-backed notes 3.42 % 234,214 6,379 3.42 % 241,293 6,176 Debt discount, net (66) — (72) — Deferred financing costs, net (4,730) — (5,192) — HELV Solar loan-backed notes 2.47 % 145,470 15,590 2.44 % 150,743 21,354 Debt discount, net (728) — (840) — Deferred financing costs, net (2,803) — (3,230) — SOLIII Solar asset-backed notes 2.79 % 281,098 16,561 2.73 % 294,069 16,590 Debt discount, net (121) — (132) — Deferred financing costs, net (5,799) — (6,319) — HELVI Solar loan-backed notes 2.09 % 168,510 19,289 2.02 % 181,625 21,152 Debt discount, net (42) — (48) — Deferred financing costs, net (3,051) — (3,477) — HELVII Solar loan-backed notes 2.50 % 129,349 16,026 2.44 % 141,407 12,580 Debt discount, net (40) — (45) — Deferred financing costs, net (2,294) — (2,587) — HELVIII Solar loan-backed notes 3.54 % 253,739 30,221 — — Debt discount, net (5,487) — — — Deferred financing costs, net (4,250) — — — SOLIV Solar asset-backed notes 5.70 % 341,900 7,932 — — Debt discount, net (11,620) — — — Deferred financing costs, net (8,305) — — — HELIX Solar loan-backed notes 5.41 % 202,043 23,169 — — Debt discount, net (3,725) — — — Deferred financing costs, net (3,417) — — — Total $ 4,807,107 $ 191,131 $ 3,135,681 $ 129,793 Availability. As of September 30, 2022, we had $348.5 million of available borrowing capacity under our various financing arrangements, consisting of $41.0 million under the EZOP revolving credit facility, $247.5 million under the TEPH 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, 2022, 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. HELVIII Debt. In February 2022, we pooled and transferred eligible solar loans and the related receivables into HELVIII, a special purpose entity, that issued $131.9 million in aggregate principal amount of Series 2022-A Class A solar loan-backed notes, $102.2 million in aggregate principal amount of Series 2022-A Class B solar loan-backed notes and $63.8 million in aggregate principal amount of Series 2022-A Class C solar loan-backed notes (collectively, the "HELVIII Notes") with a maturity date of February 2049. The HELVIII Notes were issued at a discount of 1.55% for Class A, 2.23% for Class B and 2.62% for Class C and bear interest at an annual rate of 2.79%, 3.13% and 3.53%, respectively. The cash flows generated by these solar loans are used to service the monthly principal and interest payments on the HELVIII Notes and satisfy HELVIII's expenses, and any remaining cash can be distributed to Sunnova Helios VIII Depositor, LLC, HELVIII's sole member. In connection with the HELVIII 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 HELVIII pursuant to the related sale and contribution agreement. HELVIII is also required to maintain certain reserve accounts for the benefit of the holders of the HELVIII Notes, each of which must be funded at all times to the levels specified in the HELVIII Notes. The holders of the HELVIII Notes have no recourse to our other assets except as expressly set forth in the HELVIII Notes. EZOP Debt . In June 2022, we amended the EZOP revolving credit facility to, among other things, (a) extend the scheduled commitment termination date to May 2024, (b) extend the facility maturity date to November 2024, (c) increase the aggregate commitment amount from $200.0 million to $400.0 million, subject to reductions based on the outstanding principal balance of advances over certain time periods, (d) increase the uncommitted maximum facility amount from $350.0 million to $475.0 million, (e) modify the interest rate on borrowings from accruing based on the London Inter-Bank Offered Rate to accruing based on a forward-looking term rate based on the secured overnight financing rate ("Term SOFR"), plus a Term SOFR spread adjustment, (f) add an amortization event related to certain of our subsidiaries ceasing to originate solar loans (subject to certain thresholds, time periods and exceptions set forth therein), (g) add concentration limits for solar loans (1) with obligors with credit scores below certain thresholds and (2) for which the original principal balance exceeds a certain threshold and (h) modify eligibility requirements for solar loans to increase the permitted maximum original principal balance. In July 2022, we amended the EZOP revolving credit facility to, among other things, increase the uncommitted maximum facility amount from $475.0 million to $535.0 million until the earlier to occur of (a) September 29, 2022 and (b) the date upon which a specific sale of borrowing base assets and a related prepayment of outstanding debt thereunder occurs, upon the occurrence of which the uncommitted maximum facility amount will return to $475.0 million. In August 2022, we amended the EZOP revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $400.0 million to $450.0 million, (b) increase the uncommitted maximum facility amount from $535.0 million to $585.0 million, (c) amend certain provisions addressing the allocation of advances and principal payments among the lenders, (d) amend certain provisions addressing lender consent rights and related matters and (e) include certain provisions addressing service incentives and related matters. In August 2022, proceeds from the HELIX Notes (as defined below) were used to repay $151.0 million in aggregate principal amount of outstanding EZOP debt. In September 2022, we amended the EZOP revolving credit facility to, among other things, (a) decrease the uncommitted maximum facility amount from $585.0 million to $575.0 million and (b) amend certain provisions related to the agent's allocation of certain payments made to the lenders. SOLIV Debt . In June 2022, we pooled and transferred eligible solar energy systems and the related asset receivables into wholly-owned subsidiaries of SOLIV, a special purpose entity, that issued $317.0 million in aggregate principal amount of Series 2022-1 Class A solar asset-backed notes and $38.0 million in aggregate principal amount of Series 2022-1 Class B solar asset-backed notes (collectively, the "SOLIV Notes") with a maturity date of April 2057. The SOLIV Notes were issued at a discount of 3.55% and 2.10%, respectively, and bear interest at an annual rate equal to 4.95% and 6.35%, respectively. The cash flows generated by the solar energy systems of SOLIV's subsidiaries are used to service the quarterly principal and interest payments on the SOLIV Notes and satisfy SOLIV's expenses, and any remaining cash can be distributed to Sunnova Sol IV Depositor, LLC, SOLIV's sole member. In connection with the SOLIV Notes, certain of our affiliates receive a fee for managing and servicing the solar energy systems pursuant to a transaction management agreement and management 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 a transaction management agreement and management and servicing 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 SOLIV pursuant to the sale and contribution agreement. SOLIV is also required to maintain certain reserve accounts for the benefit of the holders of the SOLIV Notes, each of which must remain funded at all times to the levels specified in the SOLIV Notes. The indenture requires SOLIV 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 SOLIV 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 SOLIV Notes have no recourse to our other assets except as expressly set forth in the SOLIV Notes. TEPH Debt . In June 2022, proceeds from the SOLIV Notes were used to repay $271.0 million in aggregate principal amount of outstanding TEPH debt. In September 2022, we amended the TEPH revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $460.7 million to $564.7 million, (b) increase the uncommitted maximum facility amount from $600.0 million to $639.7 million, (c) extend the facility maturity date to November 2024, (d) amend certain excess concentration limitations, (e) replace the London interbank offered rate with the forward-looking term rate based on the secured overnight financing rate as the interest rate benchmark and include benchmark replacement provisions and (f) include certain provisions addressing grid services revenue and related matters. See Note 16, Subsequent Events. HELIX Debt. In August 2022, we pooled and transferred eligible solar loans and the related receivables into HELIX, a special purpose entity, that issued $178.0 million in aggregate principal amount of Series 2022-B Class A solar loan-backed notes and $49.7 million in aggregate principal amount of Series 2022-B Class B solar loan-backed notes (collectively, the "HELIX Notes") with a maturity date of August 2049. The HELIX Notes were issued at a discount of 0.69% for Class A and 5.10% for Class B and bear interest at an annual rate of 5.00% and 6.00%, respectively. The cash flows generated by these solar loans are used to service the monthly principal and interest payments on the HELIX Notes and satisfy HELIX's expenses, and any remaining cash can be distributed to Sunnova Helios IX Depositor, LLC, HELIX's sole member. In connection with the HELIX 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 HELIX pursuant to the related sale and contribution agreement. HELIX is also required to maintain certain reserve accounts for the benefit of the holders of the HELIX Notes, each of which must be funded at all times to the levels specified in the HELIX Notes. The holders of the HELIX Notes have no recourse to our other assets except as expressly set forth in the HELIX Notes. SEI Debt . In August 2022, we issued and sold an aggregate principal amount of $600.0 million of our 2.625% convertible senior notes ("2.625% convertible senior notes") in a private placement at a discount to the initial purchasers of 2.5%, for an aggregate purchase price of $585.0 million. The 2.625% convertible senior notes mature in February 2028 unless earlier redeemed, repurchased or converted. In connection with the pricing of the 2.625% convertible senior notes, we used proceeds of $48.4 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 $34.24 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 2.625% 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. 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, 2022 As of December 31, 2021 Carrying Estimated Carrying Estimated (in thousands) SEI 0.25% convertible senior notes $ 575,000 $ 522,821 $ 575,000 $ 568,732 SEI 2.625% convertible senior notes 600,000 593,971 — — Sunnova Energy Corporation 5.875% senior notes 400,000 365,699 400,000 391,917 EZOP revolving credit facility 409,000 409,000 190,000 190,000 HELII solar asset-backed notes 212,648 208,627 226,417 253,079 RAYSI solar asset-backed notes 116,658 106,933 120,365 129,575 HELIII solar loan-backed notes 107,255 97,083 116,247 120,465 TEPH revolving credit facility 317,200 317,200 118,950 118,950 SOLI solar asset-backed notes 369,482 320,655 381,867 382,511 HELIV solar loan-backed notes 119,209 105,559 128,516 123,189 SOLII solar asset-backed notes 240,593 193,442 247,469 231,894 HELV solar loan-backed notes 161,060 141,723 172,097 165,848 SOLIII solar asset-backed notes 297,659 245,034 310,659 302,994 HELVI solar loan-backed notes 187,799 161,195 202,777 199,159 HELVII solar loan-backed notes 145,375 127,664 153,987 153,518 HELVIII solar loan-backed notes 283,960 257,707 — — SOLIV solar asset-backed notes 349,832 342,301 — — HELIX solar loan-backed notes 225,212 214,374 — — Total (1) $ 5,117,942 $ 4,730,988 $ 3,344,351 $ 3,331,831 (1) Amounts exclude the net deferred financing costs (classified as debt) and net debt discounts of $119.7 million and $78.9 million as of September 30, 2022 and December 31, 2021, respectively. For the EZOP, TEPH and AP8 debt, the estimated fair values approximate the carrying amounts primarily due to the variable nature of the interest rates of the underlying instruments. For the convertible senior notes, senior notes and the HELII, RAYSI, HELIII, SOLI, HELIV, SOLII, HELV, SOLIII, HELVI, HELVII, HELVIII, SOLIV and HELIX debt, we determined the estimated fair values based on a yield analysis of similar type debt. |