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"), Sunnova Asset Portfolio 9, LLC ("AP9"), Sunnova Hestia I Borrower, LLC ("HESI"), Sunnova Sol VI Issuer, LLC ("SOLVI") and Sunnova Helios XIII Issuer, LLC ("HELXIII"). 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, 2024 Year Ended As of December 31, 2023 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 3.04 % 600,000 — 3.03 % 600,000 — Debt discount, net (17,870) — (19,174) — Deferred financing costs, net (695) — (748) — Sunnova Energy Corporation Notes payable 19.38 % — 577 7.07 % — 3,084 5.875% senior notes 6.55 % 400,000 — 6.53 % 400,000 — 11.75% senior notes 12.29 % 400,000 — 12.02 % 400,000 — Debt discount, net (12,722) — (13,288) — Deferred financing costs, net (11,356) — (12,119) — EZOP Revolving credit facility 9.47 % 390,171 — 8.72 % 511,000 — Debt discount, net (261) — (302) — HELII Solar asset-backed notes 5.64 % 190,508 9,111 5.64 % 194,933 9,065 Debt discount, net (23) — (24) — Deferred financing costs, net (2,771) — (2,926) — RAYSI Solar asset-backed notes 5.58 % 103,686 6,450 5.55 % 105,096 6,349 Debt discount, net (696) — (753) — Deferred financing costs, net (2,888) — (3,004) — HELIII Solar loan-backed notes 4.46 % 84,477 9,873 4.43 % 86,232 9,983 Debt discount, net (1,180) — (1,250) — Deferred financing costs, net (1,133) — (1,200) — TEPH Revolving credit facility 9.80 % 1,024,850 — 10.03 % 1,036,600 — Debt discount, net (1,015) — (1,168) — SOLI Solar asset-backed notes 3.93 % 332,368 13,454 3.91 % 335,874 12,965 Debt discount, net (71) — (74) — Deferred financing costs, net (5,511) — (5,769) — HELIV Solar loan-backed notes 4.16 % 95,837 10,700 4.16 % 97,458 10,854 Debt discount, net (382) — (417) — Deferred financing costs, net (1,798) — (1,955) — AP8 Revolving credit facility 9.18 % — 215,000 9.42 % — 215,000 SOLII Solar asset-backed notes 1.41 % 219,974 6,697 3.90 % 221,955 7,195 Debt discount, net (54) — (56) — Deferred financing costs, net (3,790) — (3,948) — HELV Solar loan-backed notes 2.51 % 132,508 13,286 2.49 % 134,473 13,496 Debt discount, net (504) — (540) — Deferred financing costs, net (1,956) — (2,094) — SOLIII Solar asset-backed notes 2.84 % 253,438 14,533 2.81 % 257,545 15,762 Debt discount, net (98) — (102) — Deferred financing costs, net (4,679) — (4,871) — HELVI Solar loan-backed notes 2.10 % 157,539 13,313 2.10 % 159,901 13,521 Debt discount, net (30) — (32) — Deferred financing costs, net (2,204) — (2,345) — HELVII Solar loan-backed notes 2.54 % 122,132 10,060 2.53 % 123,494 10,221 Debt discount, net (29) — (31) — Deferred financing costs, net (1,697) — (1,797) — HELVIII Solar loan-backed notes 3.64 % 240,479 19,681 3.62 % 243,020 19,995 Debt discount, net (4,130) — (4,355) — Deferred financing costs, net (3,220) — (3,395) — SOLIV Solar asset-backed notes 5.95 % 322,526 8,574 5.90 % 325,612 8,464 Debt discount, net (8,998) — (9,440) — Deferred financing costs, net (6,443) — (6,759) — HELIX Solar loan-backed notes 5.67 % 195,236 13,592 5.64 % 196,174 15,246 Debt discount, net (2,886) — (3,027) — Deferred financing costs, net (2,667) — (2,798) — HELX Solar loan-backed notes 7.55 % 202,073 14,644 7.38 % 200,842 19,996 Debt discount, net (15,988) — (17,015) — Deferred financing costs, net (2,855) — (3,064) — IS Revolving credit facility 9.22 % 34,100 — 8.90 % 31,300 — SOLV Solar asset-backed notes 6.82 % 310,531 7,890 6.93 % 312,844 7,775 Debt discount, net (14,632) — (15,491) — Deferred financing costs, net (6,310) — (6,682) — HELXI Solar loan-backed notes 6.48 % 245,454 29,504 6.29 % 247,251 31,240 Debt discount, net (11,557) — (12,007) — Deferred financing costs, net (4,891) — (5,195) — HELXII Solar loan-backed notes 6.98 % 209,739 25,375 6.71 % 210,263 26,661 Debt discount, net (12,401) — (13,065) — Deferred financing costs, net (4,153) — (4,135) — AP9 Revolving credit facility 18.73 % 16,035 — 19.30 % 12,118 — Debt discount, net (494) — (572) — HESI Solar loan-backed notes 4.04 % 211,331 26,988 10.94 % 213,432 26,625 Debt discount, net (7,337) — (7,616) — Deferred financing costs, net (6,740) — (7,058) — SOLVI Solar asset-backed notes 6.31 % 221,811 4,188 — — Debt discount, net (12,194) — — — Deferred financing costs, net (5,091) — — — HELXIII Solar loan-backed notes 5.93 % 202,235 20,006 — — Debt discount, net (7,412) — — — Deferred financing costs, net (4,490) — — — Total $ 7,273,736 $ 493,496 $ 7,030,756 $ 483,497 Availability. As of March 31, 2024, we had $860.8 million of available borrowing capacity under our various financing arrangements, consisting of $484.8 million under the EZOP revolving credit facility, $286.2 million under the TEPH revolving credit facility, $15.9 million under the IS revolving credit facility, $49.0 million under the AP9 revolving credit facility and $25.0 million under the BMB revolving credit facility. There was no available borrowing capacity under any of our other financing arrangements. As of March 31, 2024, 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 2024, we amended the EZOP revolving credit facility to, among other things, (a) reflect certain assignments of commitments occurring within the Atlas Lender Group (as defined by such revolving credit facility) without increasing the existing commitments, and the assignment of the role of the Atlas funding agent for the Atlas Lender Group, (b) amend the thresholds for certain "Amortization Events" (as defined by such revolving credit facility) and (c) modify the "Liquidity Reserve Account Required Balance" (as defined by such revolving credit facility). In March 2024, we amended the EZOP revolving credit facility to, among other things, (a) amend the Advance Rate, Excess Concentration Amount (in each case, as defined by such revolving credit facility) and certain related definitions and (b) amend the eligibility criteria for the Solar Loans (as defined by such revolving credit facility). We currently do not have the resources to repay this facility when it becomes due in November 2025. However, we believe we will be able to satisfy this obligation through a refinancing of the facility. Although we believe it is probable we will refinance this facility, there can be no assurance about our ability to do so. TEPH Debt . In February 2024, we amended the TEPH revolving credit facility to, among other things, reflect an assignment of commitments occurring within the Atlas Lender Group (as defined by such revolving credit facility) without increasing the existing commitments and the appointment of a new Atlas funding agent for the Atlas Lender Group. We currently do not have the resources to repay this facility when it becomes due in November 2025. However, we believe we will be able to satisfy this obligation through a refinancing of the facility. Although we believe it is probable we will refinance this facility, there can be no assurance about our ability to do so. AP8 Debt . We currently do not have the resources to repay this facility when it becomes due in September 2024. However, we believe we will be able to satisfy this obligation through either a refinancing of the facility or an amendment and extension and have commenced discussions with this lender group. Although we believe it is probable we will refinance or extend this facility, there can be no assurance about our ability to do so. The AP8 revolving credit facility is non-recourse to Sunnova Energy Corporation. Absent a refinancing or extension, a failure to pay the principal and interest on the AP8 revolving credit facility when due would result in an event of default that enables the requisite lenders to demand immediate payment or exercise other remedies, such as charging default interest. If the lenders were to demand immediate repayment, the non-recourse borrower would not have sufficient liquidity to meet its obligations when they come due and the lenders would be able to seek foreclosure of the collateral at AP8. While we believe such event at AP8, if it were to occur, would not by itself have a material impact on our consolidated business operations or expected cash flows, it may affect the availability or terms of future financings for us and we may expend additional funds or incur additional obligations over the shorter term to ensure compliance with the terms of the AP8 revolving credit facility. SOLVI Debt . In February 2024, we pooled and transferred eligible solar energy systems and the related asset receivables into wholly-owned subsidiaries of SOLVI, a special purpose entity, that issued $194.5 million in aggregate principal amount of Series 2024-1 Class A solar asset-backed notes, $16.5 million in aggregate principal amount of Series 2024-1 Class B solar asset-backed notes and $15.0 million in aggregate principal amount of Series 2024-1 Class C solar asset-backed notes (collectively, the "SOLVI Notes") with a maturity date of January 2059. The SOLVI Notes were issued at a discount of 4.66%, 7.08% and 13.98% for the Class A, Class B and Class C notes, respectively, and bear interest at an annual rate equal to 5.65%, 7.00% and 9.00% for the Class A, Class B and Class C notes, respectively. The cash flows generated by the solar energy systems and the related asset receivables of SOLVI's subsidiaries are used to service the quarterly principal and interest payments on the SOLVI Notes and satisfy SOLVI's expenses, and any remaining cash can be distributed to Sunnova SOL VI Depositor, LLC, SOLVI's sole member. In connection with the SOLVI Notes, certain of our affiliates receive a fee for managing the solar energy systems and servicing the related asset receivables 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 the solar energy systems and service the related asset receivables 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 SOLVI pursuant to the sale and contribution agreement. SOLVI is also required to maintain certain reserve accounts for the benefit of the holders of the SOLVI Notes, each of which must remain funded at all times to the levels specified in the SOLVI Notes. The indenture requires SOLVI 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 SOLVI 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 SOLVI Notes have no recourse to our other assets except as expressly set forth in the SOLVI Notes. HELXIII Debt. In February 2024, we pooled and transferred eligible solar loans and home improvement loans and the related receivables into HELXIII, a special purpose entity, that issued $166.0 million in aggregate principal amount of Series 2024-A Class A loan-backed notes, $33.9 million in aggregate principal amount of Series 2024-A Class B loan-backed notes and $27.1 million in aggregate principal amount of Series 2024-A Class C loan-backed notes (collectively, the "HELXIII Notes") with a maturity date of February 2051. The HELXIII Notes were issued at a discount of 2.77%, 2.83% and 7.18% for the Class A, Class B and Class C notes, respectively, and bear interest at an annual rate of 5.30%, 6.00% and 7.00% for the Class A, Class B and Class C notes, respectively. The cash flows generated by these solar loans and home improvement loans are used to service the monthly principal and interest payments on the HELXIII Notes and satisfy HELXIII's expenses, and any remaining cash can be distributed to Sunnova Helios XIII Depositor, LLC, HELXIII's sole member. In connection with the HELXIII Notes, certain of our affiliates receive a fee for managing the solar energy systems and servicing the loans pursuant to management and servicing agreements. In addition, Sunnova Energy Corporation has guaranteed, among other things, (a) the obligations of certain of our subsidiaries to manage the solar energy systems and service the loans pursuant to management and servicing agreements and (b) certain of our subsidiaries' obligations to repurchase or substitute certain ineligible loans eventually sold to HELXIII pursuant to the related sale and contribution agreement. HELXIII is also required to maintain certain reserve accounts for the benefit of the holders of the HELXIII Notes, each of which must be funded at all times to the levels specified in the HELXIII Notes. The holders of the HELXIII Notes have no recourse to our other assets except as expressly set forth in the HELXIII Notes. 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, 2024 As of December 31, 2023 Carrying Estimated Carrying Estimated (in thousands) SEI 0.25% convertible senior notes $ 575,000 $ 525,613 $ 575,000 $ 528,927 SEI 2.625% convertible senior notes 600,000 573,142 600,000 582,463 Sunnova Energy Corporation notes payable 577 577 3,084 3,084 Sunnova Energy Corporation 5.875% senior notes 400,000 365,469 400,000 369,522 Sunnova Energy Corporation 11.75% senior notes 400,000 405,000 400,000 411,996 EZOP revolving credit facility 390,171 390,171 511,000 511,000 HELII solar asset-backed notes 199,619 190,852 203,998 198,590 RAYSI solar asset-backed notes 110,136 99,097 111,445 102,480 HELIII solar loan-backed notes 94,350 84,768 96,215 87,982 TEPH revolving credit facility 1,024,850 1,024,850 1,036,600 1,036,600 SOLI solar asset-backed notes 345,822 302,703 348,839 310,928 HELIV solar loan-backed notes 106,537 94,302 108,312 96,603 AP8 revolving credit facility 215,000 215,000 215,000 215,000 SOLII solar asset-backed notes 226,671 187,047 229,150 192,589 HELV solar loan-backed notes 145,794 129,066 147,969 132,533 SOLIII solar asset-backed notes 267,971 225,794 273,307 235,318 HELVI solar loan-backed notes 170,852 149,053 173,422 153,836 HELVII solar loan-backed notes 132,192 117,336 133,715 120,413 HELVIII solar loan-backed notes 260,160 235,016 263,015 241,599 SOLIV solar asset-backed notes 331,100 315,978 334,076 325,816 HELIX solar loan-backed notes 208,828 196,646 211,420 203,375 HELX solar loan-backed notes 216,717 214,023 220,838 221,655 IS revolving credit facility 34,100 34,100 31,300 31,300 SOLV solar asset-backed notes 318,421 308,776 320,619 317,481 HELXI solar loan-backed notes 274,958 267,125 278,491 275,323 HELXII solar loan-backed notes 235,114 234,834 236,924 242,091 AP9 revolving credit facility 16,035 16,035 12,118 12,118 HESI solar loan-backed notes 238,319 241,742 240,057 249,318 SOLVI solar asset-backed notes 225,999 227,628 — — HELXIII solar loan-backed notes 222,241 222,698 — — Total (1) $ 7,987,534 $ 7,594,441 $ 7,715,914 $ 7,409,940 (1) Amounts exclude the net deferred financing costs (classified as debt) and net debt discounts of $220.3 million and $201.7 million as of March 31, 2024 and December 31, 2023, 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, HELXII, HESI, SOLVI and HELXIII 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. |