Debt and Credit Sources | DEBT AND CREDIT SOURCES The following table summarizes our outstanding debt on our condensed consolidated balance sheets: March 29, 2020 December 29, 2019 (In thousands) Face Value Short-term Long-term Total Face Value Short-term Long-term Total Convertible debt: 0.875% debentures due 2021 $ 309,698 $ — $ 309,126 $ 309,126 $ 400,000 $ — $ 399,058 $ 399,058 4.00% debentures due 2023 425,000 — 421,511 421,511 425,000 — 421,201 421,201 CEDA loan 30,000 — 29,161 29,161 30,000 — 29,141 29,141 Non-recourse financing and other debt 194,655 124,060 67,640 191,700 190,966 104,230 83,224 187,454 $ 959,353 $ 124,060 $ 827,438 $ 951,498 $ 1,045,966 $ 104,230 $ 932,624 $ 1,036,854 As of March 29, 2020, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows: (In thousands) Fiscal 2020 Fiscal 2021 Fiscal 2022 Fiscal 2023 Fiscal 2024 Thereafter Total Aggregate future maturities of outstanding debt $ 90,492 $ 387,495 $ 21,605 $ 425,741 $ 780 $ 33,240 $ 959,353 Convertible Debt The following table summarizes our outstanding convertible debt: March 29, 2020 December 29, 2019 (In thousands) Carrying Value Face Value Fair Value 1 Carrying Value Face Value Fair Value 1 Convertible debt: 0.875% debentures due 2021 $ 309,126 $ 309,698 $ 292,919 $ 399,058 $ 400,000 $ 371,040 4.00% debentures due 2023 421,511 425,000 341,653 421,201 425,000 348,628 $ 730,637 $ 734,698 $ 634,572 $ 820,259 $ 825,000 $ 719,668 1 The fair value of the convertible debt was determined using Level 2 inputs based on quarterly market prices as reported by an independent pricing source. Our outstanding convertible debentures are senior, unsecured obligations ranking equally with all of our existing and future senior unsecured indebtedness. 0.875% Debentures Due 2021 In June 2014, we issued $400.0 million in principal amount of our 0.875% debentures due June 1, 2021. Interest is payable semi-annually, beginning on December 1, 2014. An aggregate principal amount of $250.0 million of the 0.875% debentures due 2021 were initially acquired by Total. The 0.875% debentures due 2021 are convertible into shares of our common stock at any time based on an initial conversion rate of 20.5071 shares of common stock per $1,000 principal amount of 0.875% senior convertible debentures (which is equivalent to an initial conversion price of approximately $48.76 per share, which provided Total the right to acquire up to 5,126,775 shares of our common stock and now provides the right to acquire 3,969,375 shares of our common stock following the purchase noted below). The applicable conversion rate may adjust in certain circumstances, including a fundamental change, as described in the indenture governing the 0.875% debentures due 2021. During the three months ended March 29, 2020, we purchased $90.3 million of aggregated principal amount of the above convertible debt due 2021 for approximately $87.1 million, net. Total held a principal amount of $56.4 million of the total convertible debt repurchased and the remaining was held by other third-party investors. The purchases and early retirements resulted in a gain from extinguishment of debt of approximately $3.0 million, which represented the difference between the book value of the convertible notes, net of the remaining unamortized discount prior to repurchase and the reacquisition price of the convertible notes upon repurchase. The gain was recorded within “Other, net” on the condensed consolidated statement of operations. 4.00% Debentures Due 2023 In December 2015, we issued $425.0 million in principal amount of our 4.00% debentures due 2023. An aggregate principal amount of $100.0 million of the 4.00% debentures due 2023 were acquired by Total. Interest is payable semi-annually, beginning on July 15, 2016. Holders may exercise their right to convert the debentures at any time into shares of our common stock at an initial conversion price approximately equal to $30.53 per share, subject to adjustment in certain circumstances. If not earlier repurchased or converted, the 4.00% debentures due 2023 mature on January 15, 2023. Other Debt and Credit Sources Financing for Safe Harbor Panels Inventory On September 27, 2019, we entered into a joint venture with Hannon Armstrong, to finance up to 200 megawatts of panels inventory, preserving the 30 percent federal Investment Tax Credit (“ITC”) for third-party owned commercial and residential systems and meeting safe harbor guidelines. The loan carries an interest rate of 7.5% per annum payable quarterly. Principal amount on the loan is expected to be repaid quarterly from the financing proceeds of the underlying projects. The ultimate maturity date for the loan is June 30, 2022. As of March 29, 2020, we have $101.0 million outstanding under this facility. Loan Agreement with California Enterprise Development Authority ("CEDA") In 2010, we borrowed the proceeds of the $30.0 million aggregate principal amount of CEDA's tax-exempt Recovery Zone Facility Revenue Bonds (SunPower Corporation - Headquarters Project) Series 2010 (the "Bonds") maturing April 1, 2031 under a loan agreement with CEDA. The Bonds mature on April 1, 2031, bear interest at a fixed rate of 8.50% through maturity, and include customary covenants and other restrictions on us. As of March 29, 2020, the fair value of the Bonds was $31.5 million, determined by using Level 2 inputs based on quarterly market prices as reported by an independent pricing source. Revolving Credit Facility with Credit Agricole On October 29, 2019, we entered into the 2019 Revolver with Crédit Agricole Corporate and Investment Bank (“Credit Agricole”), as lender, with a revolving credit commitment of $55.0 million. The 2019 Revolver contains affirmative covenants, events of default and repayment provisions customarily applicable to similar facilities and has a per annum commitment fee of 0.05% on the daily unutilized amount, payable quarterly. Loans under the 2019 Revolver bear either an adjusted LIBOR interest rate for the period elected for such loan or a floating interest rate of the higher of prime rate, federal funds effective rate, or LIBOR for an interest period of one month, plus an applicable margin, ranging from 0.25% to 0.60%, depending on the base interest rate applied, and each matures on the earlier of April 29, 2021, or the termination of commitments thereunder. Our payment obligations under the 2019 Revolver are guaranteed by Total S.A. up to the maximum aggregate principal amount of $55.0 million. In consideration of the commitments of Total S.A., we are required to pay them a guaranty fee of 0.25% per annum on any amounts borrowed under the 2019 Revolver and to reimburse Total S.A. for any amounts paid by them under the parent guaranty. We have pledged the equity of a wholly-owned subsidiary that holds our shares of Enphase Energy, Inc. common stock to secure our reimbursement obligation under the parent guaranty. We have also agreed to limit our ability to draw funds under the 2019 Revolver to no more than 67% of the fair market value of the common stock held by our subsidiary at the time of the draw. As of both March 29, 2020 and December 29, 2019, we had no outstanding borrowings under the Revolver. September 2011 Letter of Credit Facility with Deutsche Bank and Deutsche Bank Trust Company Americas (together, "Deutsche Bank Trust") In September 2011, we entered into a letter of credit facility with Deutsche Bank Trust which provides for the issuance, upon our request, of letters of credit to support our obligations in an aggregate amount not to exceed $200.0 million. Each letter of credit issued under the facility is fully cash-collateralized and we have entered into a security agreement with Deutsche Bank Trust, granting them a security interest in a cash collateral account established for this purpose. As of March 29, 2020 and December 29, 2019, letters of credit issued and outstanding under the Deutsche Bank Trust facility totaled $3.6 million, respectively, which were fully collateralized with restricted cash on the condensed consolidated balance sheets. Other Facilities Asset-Backed Loan with Bank of America On March 29, 2019, we entered in a Loan and Security Agreement with Bank of America, N.A, which provides a revolving credit facility secured by certain inventory and accounts receivable in the maximum aggregate principal amount of $50.0 million. The Loan and Security Agreement contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to asset-backed credit facilities. The facility bears a floating interest rate of LIBOR plus an applicable margin, and matures on the earlier of March 29, 2022, March 1, 2021 (a date that is 91 days prior to the maturity of our 2021 convertible debentures), or the termination of the commitments thereunder. During the three months ended March 29, 2020, we had drawn $12.4 million under this facility. During the three months ended March 29, 2020 we repaid $3.7 million and drew an additional $12.4 million. We had a balance outstanding of $27.9 million as of March 29, 2020. During the three months ended March 31, 2019, we had drawn $9.0 million under this facility and did not have any repayments. SunTrust Facility On June 28, 2018, we entered in a Financing Agreement with SunTrust Bank, which provides a revolving credit facility in the maximum aggregate principal amount of $75.0 million. Each loan drawn from the facility bears interest at either a base rate of federal funds rate plus an applicable margin or a floating interest rate of LIBOR plus an applicable margin, and matures no later than three years. As of both March 29, 2020 and December 29, 2019, we had $75.0 million in borrowing capacity under this limited recourse construction financing facility. We have not drawn any amounts under this facility as of March 29, 2020. Non-recourse Financing and Other Debt In order to facilitate the construction, sale or ongoing operation of certain solar projects, including our residential leasing program, we regularly obtain project-level financing. These financings are secured either by the assets of the specific project being financed or by our equity in the relevant project entity and the lenders do not have recourse to our general assets for repayment of such debt obligations, and hence the financings are referred to as non-recourse. Non-recourse financing is typically in the form of loans from third-party financial institutions, but also takes other forms, including partnership flip structures, sale-leaseback arrangements, or other forms commonly used in the solar or similar industries. We may seek non-recourse financing covering solely the construction period of the solar project or may also seek financing covering part or all of the operating life of the solar project. We classify non-recourse financings on our condensed consolidated balance sheets in accordance with their terms; however, in certain circumstances, we may repay or refinance these financings prior to stated maturity dates in connection with the sale of the related project or similar such circumstances. As of March 29, 2020, we had $19.1 million outstanding under these financings. We also enter other debt arrangements to finance operations. The following presents a summary of these financing arrangements, including non-recourse debt: Aggregate Carrying Value 1 (In thousands) March 29, 2020 December 29, 2019 Balance Sheet Classification Non-Recourse Project Debt: Arizona loan 2 $ 6,053 $ 6,111 Short-term debt and Long-term debt Various construction project debt 3 $ 13,087 $ 3,004 Short-term debt Other Debt: AUO debt 4 $ 40,944 $ 37,749 Short-term debt HSBC financing program 5 $ 5,000 $ 21,993 Short-term debt Other debt 6 $ 537 $ 1,831 Short-term debt and Long-term debt 1 Based on the nature of the debt arrangements included in the table above, and our intention to fully repay or transfer the obligations at their face values plus any applicable interest, we believe their carrying value materially approximates fair value, which is categorized within Level 3 of the fair value hierarchy. 2 In fiscal 2013, we entered into a financing agreement with PNC Energy Capital, LLC to finance our construction projects. Interest is calculated at a per annum rate equal to LIBOR plus 4.13%. 3 In the fourth quarter of fiscal 2019 and the first quarter of 2020, we entered into various financing agreements with Fifth Third Bank, National Association, to finance our construction projects. The amount borrowed is non-recourse in nature and cannot exceed the total costs of the project. Each draw bears interest on the unpaid amount at a per annum rate equal to LIBOR. The loan matures at the earliest of 85 days after the project is placed in service; 9 months after the initial borrowing date; or the first anniversary of satisfaction of the closing conditions set forth by the Lenders, including the delivery of the signed loan agreement by the borrower. 4 In fiscal 2016, we entered into a financing agreement with the Standard Chartered Bank of Malaysia. The agreement allows for an amount outstanding up to $50 million for a 90-day period. Interest is calculated as 1.50% per annum over LIBOR. 5 Relates to trade payables that are financed through a facility with a financial institution. 6 Relates to financing and capital lease obligations. |