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"), Sunnova Helios IX Issuer, LLC ("HELIX"), Sunnova Helios X Issuer, LLC ("HELX") and Sunnova Inventory Supply, LLC ("IS"). The following table presents the detail of long-term debt, net as recorded in the unaudited condensed consolidated balance sheets: Three Months Ended As of March 31, 2023 Year Ended As of December 31, 2022 Long-term Current Long-term Current (in thousands, except interest rates) SEI 0.25% convertible senior notes 0.72 % $ 575,000 $ — 0.71 % $ 575,000 $ — 2.625% convertible senior notes 3.07 % 600,000 — 3.11 % 600,000 — Debt discount, net (23,047) — (24,324) — Deferred financing costs, net (909) — (920) — Sunnova Energy Corporation 5.875% senior notes 6.63 % 400,000 — 6.52 % 400,000 — Debt discount, net (3,389) — (3,767) — Deferred financing costs, net (6,849) — (7,339) — EZOP Revolving credit facility 7.98 % 706,000 — 5.10 % 500,000 — Debt discount, net (463) — (532) — HELII Solar asset-backed notes 5.72 % 199,339 8,985 5.69 % 204,016 8,632 Debt discount, net (28) — (30) — Deferred financing costs, net (3,424) — (3,591) — RAYSI Solar asset-backed notes 5.63 % 104,150 10,692 5.54 % 105,878 9,957 Debt discount, net (905) — (960) — Deferred financing costs, net (3,339) — (3,451) — HELIII Solar loan-backed notes 4.47 % 92,415 10,322 4.42 % 94,247 10,438 Debt discount, net (1,465) — (1,536) — Deferred financing costs, net (1,407) — (1,474) — TEPH Revolving credit facility 9.78 % 553,274 — 7.74 % 425,700 — Debt discount, net (1,777) — (2,043) — SOLI Solar asset-backed notes 3.98 % 345,822 15,052 3.92 % 348,962 16,063 Debt discount, net (84) — (87) — Deferred financing costs, net (6,563) — (6,827) — HELIV Solar loan-backed notes 4.19 % 103,869 11,330 4.15 % 105,655 11,494 Debt discount, net (528) — (564) — Deferred financing costs, net (2,447) — (2,609) — AP8 Revolving credit facility 10.07 % 148,774 1,226 20.52 % 74,535 465 SOLII Solar asset-backed notes 3.46 % 229,025 6,687 3.41 % 232,276 6,409 Debt discount, net (62) — (64) — Deferred financing costs, net (4,417) — (4,576) — HELV Solar loan-backed notes 2.51 % 141,939 14,144 2.47 % 143,940 14,367 Debt discount, net (653) — (690) — Deferred financing costs, net (2,522) — (2,661) — SOLIII Solar asset-backed notes 2.84 % 270,504 16,727 2.78 % 275,779 16,632 Debt discount, net (113) — (117) — Deferred financing costs, net (5,431) — (5,616) — HELVI Solar loan-backed notes 2.12 % 168,073 14,165 2.08 % 167,669 16,770 Debt discount, net (38) — (40) — Deferred financing costs, net (2,771) — (2,909) — HELVII Solar loan-backed notes 2.56 % 128,449 11,908 2.50 % 126,856 16,058 Debt discount, net (36) — (38) — Deferred financing costs, net (2,103) — (2,193) — HELVIII Solar loan-backed notes 3.64 % 247,171 29,946 3.54 % 250,014 31,099 Debt discount, net (5,043) — (5,267) — Deferred financing costs, net (3,932) — (4,080) — SOLIV Solar asset-backed notes 5.97 % 334,975 8,186 5.76 % 338,251 8,080 Debt discount, net (10,756) — (11,190) — Deferred financing costs, net (7,701) — (7,996) — HELIX Solar loan-backed notes 5.69 % 193,191 29,082 5.46 % 193,837 29,632 Debt discount, net (3,453) — (3,589) — Deferred financing costs, net (3,191) — (3,303) — HELX Solar loan-backed notes 7.26 % 158,558 20,883 6.23 % 162,301 18,335 Debt discount, net (11,945) — (12,459) — Deferred financing costs, net (3,300) — (3,319) — IS Revolving credit facility 7.50 % 45,000 — — — Total $ 5,621,437 $ 209,335 $ 5,194,755 $ 214,431 Availability. As of March 31, 2023, we had $220.7 million of available borrowing capacity under our various financing arrangements, consisting of $69.0 million under the EZOP revolving credit facility, $146.7 million under the TEPH revolving credit facility and $5.0 million under the IS revolving credit facility. There was no available borrowing capacity under any of our other financing arrangements. As of March 31, 2023, 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. EZOP Debt. In February 2023, we amended the EZOP revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $450.0 million to $675.0 million, (b) increase the uncommitted maximum facility amount from $575.0 million to $800.0 million, (c) amend certain provisions related to the allocation of certain payments made to the lenders, (d) amend certain provisions related to excess concentration limits and eligibility criteria to permit us and our affiliates to provide warranties of, and replacements for, load controllers and generators in connection with the related solar loan contracts and (e) add provisions to allow EZOP to request an increase in the aggregate commitment amount (subject to certain conditions) by adding additional lenders to the EZOP revolving credit facility. In February 2023, Credit Suisse AG ("Credit Suisse") sold a significant part of its Securitized Products Group (the "Credit Suisse Securitized Products Sale") to Apollo Global Management ("Apollo"). Subsequently, Apollo publicly announced the majority of the assets and professionals associated with the sale are now part of or managed by ATLAS SP Partners, a new stand-alone credit firm focused on asset-backed financing and capital markets solutions ("Atlas"). In March 2023, in connection with the Credit Suisse Securitized Products Sale, certain of our subsidiaries consented to the assignment of the loans and commitments of the Credit Suisse lenders to the Atlas lenders (such assignment, the "EZOP Assignment") under the EZOP revolving credit facility. In connection with the EZOP Assignment, Credit Suisse AG, New York Branch ("CSNYB") resigned as the agent under the EZOP revolving credit facility, Atlas Securitized Products Holdings, L.P. (the "Successor Agent") was appointed as the successor agent thereunder and, in connection with such appointment, the Successor Agent assumed the agent roles under the EZOP revolving credit facility. In connection with the appointment of Atlas as Successor Agent, the borrowers and the lenders party to the applicable agency resignation and appointment agreements consented to, among other things, Atlas' ability to assign the agent role under the EZOP revolving credit facility to one of its affiliates subject to certain conditions set forth therein. In March 2023, after the EZOP Assignment, we amended the EZOP revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $675.0 million to $775.0 million, (b) increase the uncommitted maximum facility amount from $800.0 million to $900.0 million, (c) amend and supplement certain defaulting lender provisions and (d) update the references from CSNYB, the predecessor agent, to Atlas, the successor agent, and remove or modify certain provisions related to the borrowing, funding and allocation of payments among the previous lender syndicate (that previously included lenders affiliated with Credit Suisse that, prior to the date of the amendment to the EZOP revolving credit facility and pursuant to the EZOP Assignment, had assigned their loans and commitments to lenders affiliated with Atlas). TEPH Debt. In March 2023, in connection with the Credit Suisse Securitized Products Sale, certain of our subsidiaries consented to the assignment of the loans and commitments of the Credit Suisse lenders to the Atlas lenders (such assignment, the "TEPH Assignment") under the TEPH revolving credit facility. In connection with the TEPH Assignment, CSNYB resigned as the agent under the TEPH revolving credit facility, Atlas was appointed as the successor agent thereunder and, in connection with such appointment, the Successor Agent assumed the agent roles under the TEPH revolving credit facility. In connection with the appointment of Atlas as Successor Agent, the borrowers and the lenders party to the applicable agency resignation and appointment agreements consented to, among other things, Atlas' ability to assign the agent role under the TEPH revolving credit facility to one of its affiliates subject to certain conditions set forth therein. In March 2023, after the TEPH Assignment, we amended the TEPH revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $600.0 million to $700.0 million, (b) increase the uncommitted maximum facility amount from $689.7 million to $789.7 million, (c) add provisions to allow TEPH to request an increase in the aggregate commitment amount (subject to certain conditions) by adding additional lenders to the TEPH revolving credit facility, (d) amend and supplement certain defaulting lender provisions, (e) modify the hedging provisions to give all hedge counterparties the benefit of certain payment priorities and certain other terms previously limited to qualifying hedge counterparties (as defined by the TEPH revolving credit facility), to extend the time period for the event of default resulting from hedge counterparties ceasing to be qualifying hedge counterparties and to make other hedge-related amendments, (f) update the references from CSNYB, the predecessor administrative agent, to Atlas, the successor administrative agent, and remove or modify certain provisions related to the borrowing, funding and allocation of payments among the previous lender syndicate (that previously included lenders affiliated with Credit Suisse that, prior to the date of the amendment to the TEPH revolving credit facility and pursuant to the TEPH Assignment, had assigned their loans and commitments to lenders affiliated with Atlas), (g) add European Union bail-in provisions and (h) add certain syndication-related provisions. AP8 Debt. In March 2023, we amended the AP8 revolving credit facility to, among other things, increase the aggregate commitment amount from $75.0 million to $150.0 million. IS Debt. In March 2023, IS entered into a secured revolving credit facility with Texas Capital Bank, as agent, and the lenders party thereto, for an aggregate commitment amount of $50.0 million with a maturity date of the earlier of (a) March 2026 and (b) six months from the latest maturity date of any material parent credit facility (defined as a parent credit facility with a commitment amount of $250.0 million or more that, if terminated could individually be expected to result in a liquidity event (as defined by the IS revolving credit facility)). The proceeds of the loans under the IS revolving credit facility are available to purchase or otherwise acquire certain accounts receivable and inventory directly from Sunnova Energy Corporation, fund certain reserve accounts that are required to be maintained by IS in accordance with the revolving credit agreement and pay fees and expenses incurred in connection with the IS revolving credit facility. Interest on the borrowings under the IS revolving credit facility is due monthly. Borrowings under the IS revolving credit facility bear interest at an annual rate based on Term SOFR (as defined by the IS 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 March 31, 2023 As of December 31, 2022 Carrying Estimated Carrying Estimated (in thousands) SEI 0.25% convertible senior notes $ 575,000 $ 519,554 $ 575,000 $ 511,733 SEI 2.625% convertible senior notes 600,000 581,798 600,000 574,693 Sunnova Energy Corporation 5.875% senior notes 400,000 361,710 400,000 359,283 EZOP revolving credit facility 706,000 706,000 500,000 500,000 HELII solar asset-backed notes 208,324 204,426 212,648 206,045 RAYSI solar asset-backed notes 114,842 105,543 115,835 104,594 HELIII solar loan-backed notes 102,737 93,487 104,685 93,706 TEPH revolving credit facility 553,274 553,274 425,700 425,700 SOLI solar asset-backed notes 360,874 315,405 365,025 313,174 HELIV solar loan-backed notes 115,199 100,830 117,149 100,913 AP8 revolving credit facility 150,000 150,000 75,000 75,000 SOLII solar asset-backed notes 235,712 191,464 238,685 189,728 HELV solar loan-backed notes 156,083 135,881 158,307 135,408 SOLIII solar asset-backed notes 287,231 238,463 292,411 237,425 HELVI solar loan-backed notes 182,238 157,691 184,439 157,289 HELVII solar loan-backed notes 140,357 124,421 142,914 124,476 HELVIII solar loan-backed notes 277,117 253,013 281,113 252,483 SOLIV solar asset-backed notes 343,161 335,834 346,331 334,335 HELIX solar loan-backed notes 222,273 211,998 223,469 210,070 HELX solar loan-backed notes 179,441 183,535 180,636 183,165 IS revolving credit facility 45,000 45,000 — — Total (1) $ 5,954,863 $ 5,569,327 $ 5,539,347 $ 5,089,220 (1) Amounts exclude the net deferred financing costs (classified as debt) and net debt discounts of $124.1 million and $130.2 million as of March 31, 2023 and December 31, 2022, respectively. For the EZOP, TEPH, AP8 and IS 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, HELIX and HELX debt, we determined the estimated fair values based on an analysis of debt with similar book values, maturities and required market yields based on current interest rates. |