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"), Sunnova Inventory Supply, LLC ("IS"), Sunnova Sol V Issuer, LLC ("SOLV"), Sunnova Helios XI Issuer, LLC ("HELXI"), Sunnova Helios XII Issuer, LLC ("HELXII") and Sunnova Asset Portfolio 9, LLC ("AP9"). 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, 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 0.71 % $ 575,000 $ — 0.71 % $ 575,000 $ — 2.625% convertible senior notes 3.03 % 600,000 — 3.11 % 600,000 — Debt discount, net (20,471) — (24,324) — Deferred financing costs, net (802) — (920) — Sunnova Energy Corporation Notes payable 5.54 % — 5,878 — — 5.875% senior notes 6.55 % 400,000 — 6.52 % 400,000 — 11.75% senior notes 9.92 % 400,000 — — — Debt discount, net (13,833) — (3,767) — Deferred financing costs, net (13,080) — (7,339) — EZOP Revolving credit facility 8.65 % 639,500 — 5.10 % 500,000 — Debt discount, net (343) — (532) — HELII Solar asset-backed notes 5.66 % 194,933 9,065 5.69 % 204,016 8,632 Debt discount, net (26) — (30) — Deferred financing costs, net (3,090) — (3,591) — RAYSI Solar asset-backed notes 5.55 % 106,666 6,280 5.54 % 105,878 9,957 Debt discount, net (807) — (960) — Deferred financing costs, net (3,120) — (3,451) — HELIII Solar loan-backed notes 4.45 % 87,862 10,095 4.42 % 94,247 10,438 Debt discount, net (1,318) — (1,536) — Deferred financing costs, net (1,265) — (1,474) — TEPH Revolving credit facility 9.99 % 766,000 — 7.74 % 425,700 — Debt discount, net (1,320) — (2,043) — SOLI Solar asset-backed notes 3.91 % 339,489 13,672 3.92 % 348,962 16,063 Debt discount, net (77) — (87) — Deferred financing costs, net (6,035) — (6,827) — HELIV Solar loan-backed notes 4.17 % 99,165 11,011 4.15 % 105,655 11,494 Debt discount, net (453) — (564) — Deferred financing costs, net (2,114) — (2,609) — AP8 Revolving credit facility 9.50 % — 213,400 20.52 % 74,535 465 SOLII Solar asset-backed notes 3.42 % 224,368 7,340 3.41 % 232,276 6,409 Debt discount, net (58) — (64) — Deferred financing costs, net (4,106) — (4,576) — HELV Solar loan-backed notes 2.50 % 136,508 13,709 2.47 % 143,940 14,367 Debt discount, net (577) — (690) — Deferred financing costs, net (2,234) — (2,661) — SOLIII Solar asset-backed notes 2.81 % 261,947 16,763 2.78 % 275,779 16,632 Debt discount, net (106) — (117) — Deferred financing costs, net (5,061) — (5,616) — HELVI Solar loan-backed notes 2.11 % 162,708 13,733 2.08 % 167,669 16,770 Debt discount, net (34) — (40) — Deferred financing costs, net (2,488) — (2,909) — HELVII Solar loan-backed notes 2.54 % 125,045 10,384 2.50 % 126,856 16,058 Debt discount, net (33) — (38) — Deferred financing costs, net (1,898) — (2,193) — HELVIII Solar loan-backed notes 3.63 % 243,105 22,967 3.54 % 250,014 31,099 Debt discount, net (4,579) — (5,267) — Deferred financing costs, net (3,570) — (4,080) — SOLIV Solar asset-backed notes 5.91 % 329,677 8,355 5.76 % 338,251 8,080 Debt discount, net (9,885) — (11,190) — Deferred financing costs, net (7,077) — (7,996) — HELIX Solar loan-backed notes 5.65 % 191,394 23,945 5.46 % 193,837 29,632 Debt discount, net (3,171) — (3,589) — Deferred financing costs, net (2,931) — (3,303) — HELX Solar loan-backed notes 7.29 % 200,868 22,671 6.23 % 162,301 18,335 Debt discount, net (18,035) — (12,459) — Deferred financing costs, net (3,268) — (3,319) — IS Revolving credit facility 8.67 % 30,100 — — — SOLV Solar asset-backed notes 6.90 % 314,261 7,554 — — Debt discount, net (16,344) — — — Deferred financing costs, net (7,054) — — — HELXI Solar loan-backed notes 6.25 % 251,057 29,644 — — Debt discount, net (12,451) — — — Deferred financing costs, net (5,494) — — — HELXII Solar loan-backed notes 6.67 % 215,462 23,667 — — Debt discount, net (13,724) — — — Deferred financing costs, net (4,495) — — — AP9 Revolving credit facility 11.79 % 13,096 — — — Debt discount, net (650) — — — Total $ 6,710,734 $ 470,133 $ 5,194,755 $ 214,431 Availability. As of September 30, 2023, we had $312.2 million of available borrowing capacity under our various financing arrangements, consisting of $235.5 million under the EZOP revolving credit facility, $3.3 million under the TEPH revolving credit facility, $1.6 million under the AP8 revolving credit facility, $19.9 million under the IS revolving credit facility and $51.9 million under the AP9 revolving credit facility. There was no available borrowing capacity under any of our other financing arrangements. As of September 30, 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). In August 2023, we amended the EZOP revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $775.0 million to $875.0 million, (b) increase the uncommitted maximum facility amount from $900.0 million to $1.0 billion, (c) extend the maturity date from November 2024 to November 2025 and (d) amend the Advance Rate (as defined therein). 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. In August 2023, we amended the TEPH revolving credit facility to, among other things, (a) increase the aggregate commitment amount from $700.0 million to $769.3 million, (b) increase the uncommitted maximum facility amount from $789.7 million to $859.0 million and (c) extend the maturity date from November 2024 to November 2025. 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. In June 2023, we amended the AP8 revolving credit facility to, among other things, increase the aggregate commitment amount from $150.0 million to $185.0 million. In August 2023, we amended the AP8 revolving credit facility to, among other things, increase the aggregate commitment amount from $185.0 million to $215.0 million. We believe we will be able to satisfy this obligation due in September 2024 through refinancing of the facility or alternatively through the use of our existing cash resources and liquidity. 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, 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). SOLV Debt . In April 2023, we pooled and transferred eligible solar energy systems and the related asset receivables into wholly-owned subsidiaries of SOLV, a special purpose entity, that issued $300.0 million in aggregate principal amount of Series 2023-1 Class A solar asset-backed notes and $23.5 million in aggregate principal amount of Series 2023-1 Class B solar asset-backed notes (collectively, the "SOLV Notes") with a maturity date of April 2058. The SOLV Notes were issued at a discount of 5.01% and 11.63% for the Class A and Class B notes, respectively, and bear interest at an annual rate equal to 5.40% and 7.35% for the Class A and Class B notes, respectively. The cash flows generated by the solar energy systems of SOLV's subsidiaries are used to service the quarterly principal and interest payments on the SOLV Notes and satisfy SOLV's expenses, and any remaining cash can be distributed to Sunnova Sol V Depositor, LLC, SOLV's sole member. In connection with the SOLV 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 SOLV pursuant to the sale and contribution agreement. SOLV is also required to maintain certain reserve accounts for the benefit of the holders of the SOLV Notes, each of which must remain funded at all times to the levels specified in the SOLV Notes. The indenture requires SOLV 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 SOLV 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 SOLV Notes have no recourse to our other assets except as expressly set forth in the SOLV Notes. HELXI Debt. In May 2023, we pooled and transferred eligible solar loans and the related receivables into HELXI, a special purpose entity, that issued $174.9 million in aggregate principal amount of Series 2023-A Class A solar loan-backed notes, $80.1 million in aggregate principal amount of Series 2023-A Class B solar loan-backed notes and $31.7 million in aggregate principal amount of Series 2023-A Class C solar loan-backed notes (collectively, the "HELXI Notes") with a maturity date of May 2050. The HELXI Notes were issued at a discount of 2.57% for Class A, 5.31% for Class B and 13.56% for Class C and bear interest at an annual rate of 5.30%, 5.60% and 6.00% for the Class A, Class B and Class C notes, respectively. The cash flows generated by these solar loans are used to service the monthly principal and interest payments on the HELXI Notes and satisfy HELXI's expenses, and any remaining cash can be distributed to Sunnova Helios XI Depositor, LLC, HELXI's sole member. In connection with the HELXI 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 HELXI pursuant to the related sale and contribution agreement. HELXI is also required to maintain certain reserve accounts for the benefit of the holders of the HELXI Notes, each of which must be funded at all times to the levels specified in the HELXI Notes. The holders of the HELXI Notes have no recourse to our other assets except as expressly set forth in the HELXI Notes. HELXII Debt. In August 2023, we pooled and transferred eligible solar loans and the related receivables into HELXII, a special purpose entity, that issued $148.5 million in aggregate principal amount of Series 2023-B Class A solar loan-backed notes, $71.1 million in aggregate principal amount of Series 2023-B Class B solar loan-backed notes and $23.1 million in aggregate principal amount of Series 2023-B Class C solar loan-backed notes (collectively, the "HELXII Notes") with a maturity date of August 2050. The HELXII Notes were issued at a discount of 4.23% for Class A, 6.67% for Class B and 12.64% for Class C and bear interest at an annual rate of 5.30%, 5.60% and 6.00% for the Class A, Class B and Class C notes, respectively. The cash flows generated by these solar loans are used to service the monthly principal and interest payments on the HELXII Notes and satisfy HELXII's expenses, and any remaining cash can be distributed to Sunnova Helios XII Depositor, LLC, HELXII's sole member. In connection with the HELXII 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 HELXII pursuant to the related sale and contribution agreement. HELXII is also required to maintain certain reserve accounts for the benefit of the holders of the HELXII Notes, each of which must be funded at all times to the levels specified in the HELXII Notes. The holders of the HELXII Notes have no recourse to our other assets except as expressly set forth in the HELXII Notes. AP9 Debt . In September 2023, AP9 entered into a secured revolving credit facility with Citibank, N.A., as administrative agent, and the lenders party thereto, for an aggregate commitment amount of $65.0 million with a maturity date of October 2027. The proceeds of the loans under the AP9 revolving credit facility are available to purchase or otherwise acquire home improvement loans, fund certain reserve accounts that are required to be maintained by AP9 in accordance with the AP9 revolving credit facility and pay fees and expenses incurred in connection with the AP9 revolving credit facility. Interest on the borrowings under the AP9 revolving credit facility is due monthly. Borrowings under the AP9 revolving credit facility bear interest at an annual rate based on either Term SOFR or a CP Yield Rate (as defined by the AP9 revolving credit facility). Sunnova Energy Corporation Debt . In June 2023, Sunnova Energy Corporation entered into an arrangement to finance $6.8 million of insurance premiums at an annual interest rate of 7.24% over ten months. In August 2023, Sunnova Energy Corporation entered into an arrangement to finance $1.5 million of insurance premiums at an annual interest rate of 7.49% over ten months. In September 2023, Sunnova Energy Corporation entered into an arrangement to finance $1.9 million of insurance premiums at an annual interest rate of 7.49% over nine months. In September 2023, Sunnova Energy Corporation issued and sold an aggregate principal amount of $400.0 million of 11.75% senior notes ("11.75% senior notes") at a discount to the initial purchasers of approximately 2.74%, for an aggregate purchase price of approximately $389.0 million. The 11.75% senior notes mature in October 2028 and are initially guaranteed on a senior unsecured basis by SEI and a wholly-owned subsidiary of Sunnova Energy Corporation. 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, 2023 As of December 31, 2022 Carrying Estimated Carrying Estimated (in thousands) SEI 0.25% convertible senior notes $ 575,000 $ 510,607 $ 575,000 $ 511,733 SEI 2.625% convertible senior notes 600,000 561,077 600,000 574,693 Sunnova Energy Corporation notes payable 5,878 5,878 — — Sunnova Energy Corporation 5.875% senior notes 400,000 358,407 400,000 359,283 Sunnova Energy Corporation 11.75% senior notes 400,000 399,397 — — EZOP revolving credit facility 639,500 639,500 500,000 500,000 HELII solar asset-backed notes 203,998 190,769 212,648 206,045 RAYSI solar asset-backed notes 112,946 98,595 115,835 104,594 HELIII solar loan-backed notes 97,957 85,697 104,685 93,706 TEPH revolving credit facility 766,000 766,000 425,700 425,700 SOLI solar asset-backed notes 353,161 299,219 365,025 313,174 HELIV solar loan-backed notes 110,176 95,114 117,149 100,913 AP8 revolving credit facility 213,400 213,400 75,000 75,000 SOLII solar asset-backed notes 231,708 184,006 238,685 189,728 HELV solar loan-backed notes 150,217 128,945 158,307 135,408 SOLIII solar asset-backed notes 278,710 226,217 292,411 237,425 HELVI solar loan-backed notes 176,441 149,601 184,439 157,289 HELVII solar loan-backed notes 135,429 116,533 142,914 124,476 HELVIII solar loan-backed notes 266,072 233,492 281,113 252,483 SOLIV solar asset-backed notes 338,032 315,855 346,331 334,335 HELIX solar loan-backed notes 215,339 198,336 223,469 210,070 HELX solar loan-backed notes 223,539 217,342 180,636 183,165 IS revolving credit facility 30,100 30,100 — — SOLV solar asset-backed notes 321,815 307,706 — — HELXI solar loan-backed notes 280,701 268,627 — — HELXII solar loan-backed notes 239,129 235,836 — — AP9 revolving credit facility 13,096 13,096 — — Total (1) $ 7,378,344 $ 6,849,352 $ 5,539,347 $ 5,089,220 (1) Amounts exclude the net deferred financing costs (classified as debt) and net debt discounts of $197.5 million and $130.2 million as of September 30, 2023 and December 31, 2022, respectively. For the notes payable, EZOP, TEPH, AP8, IS and AP9 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, HELX, SOLV, HELXI and HELXII 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. |