Sunnova Energy Enters New Agreements, Terminates Others

TL;DR

Sunnova's making big moves: new deals signed, old ones axed, and new debt on the books.

AI Summary

Sunnova Energy International Inc. announced on December 18, 2024, the entry into a material definitive agreement and the termination of another. The company also created a direct financial obligation. Specific details regarding the nature of these agreements and obligations are not fully disclosed in this filing excerpt.

Why It Matters

This filing indicates significant changes in Sunnova's contractual and financial obligations, which could impact its operational structure and financial health.

Risk Assessment

Risk Level: medium — The filing indicates changes in material definitive agreements and the creation of new financial obligations, which inherently carry risk.

Key Players & Entities

• Sunnova Energy International Inc. (company) — Registrant
• December 18, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ange on Which Registered Common Stock, $0.0001 par value per share NOVA New York Stock
• $875.0 million — ) reduce the Aggregate Commitments from $875.0 million to $550.0 million and (iii) reduce the
• $550.0 million — gate Commitments from $875.0 million to $550.0 million and (iii) reduce the Maximum Facility A
• $1.0 billion — reduce the Maximum Facility Amount from $1.0 billion to $550.0 million. The foregoing desc
• $197,600,000 — Transaction"). Aurora I Issuer issued $197,600,000 6.50% Solar Asset Backed Notes, Series
• $17,900,000 — PR1, Class A (the "Class A Notes"), and $17,900,000 6.70% Solar Asset Backed Notes, Series
• $12,700,000 — -PR1, Class B (the "Class B Notes") and $12,700,000 11.00% Solar Asset Backed Notes, Series
• $215,000,000 — orrower with an aggregate commitment of $215,000,000. At the time of termination, all outs
• $213,658,119 — AP8 Facility in an aggregate amount of $213,658,119.64, including interest, accrued fees an

Filing Documents

• nova-20241218.htm (8-K) — 39KB
• exhibit101-ezopamendmentno.htm (EX-10.1) — 101KB
• exhibit102-auroraiindenture.htm (EX-10.2) — 1483KB
• 0001772695-24-000097.txt ( ) — 1987KB
• nova-20241218.xsd (EX-101.SCH) — 2KB
• nova-20241218_lab.xml (EX-101.LAB) — 21KB
• nova-20241218_pre.xml (EX-101.PRE) — 12KB
• nova-20241218_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Amendment to SLA Credit Agreement On December 18, 2024, Sunnova EZ-Own Portfolio, LLC ("EZOP"), a wholly owned subsidiary of Sunnova Energy International Inc. (the "Company") entered into that certain Amendment No. 5 to Second Amended and Restated Credit Agreement (SLA) (the "SLA Amendment"), which, among other things, further amends that certain Second Amended and Restated Credit Agreement, dated as of August 2, 2023 (as previously amended, the "SLA Credit Agreement"), by and among EZOP, certain other subsidiaries of the Company party thereto, Atlas Securitized Products Holdings, L.P., as administrative agent, and the lenders and other financial institutions party thereto. The SLA Amendment amended the SLA Credit Agreement to, among other things, (i) extend the Facility Maturity Date from November 2025 to February 2026, (ii) reduce the Aggregate Commitments from $875.0 million to $550.0 million and (iii) reduce the Maximum Facility Amount from $1.0 billion to $550.0 million. The foregoing description of the SLA Amendment is qualified in its entirety by reference to the full text of the SLA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "report") and is incorporated into this Item 1.01 by reference. Solar Asset Securitization On December 19, 2024, a wholly owned, indirect subsidiary ("Aurora I Issuer") of the Company, entered into an indenture (the "Indenture") with Wilmington Trust, National Association, as the indenture trustee, and completed an issuance of solar asset backed notes that were issued pursuant to the Indenture (the "Transaction"). Aurora I Issuer issued $197,600,000 6.50% Solar Asset Backed Notes, Series 2024-PR1, Class A (the "Class A Notes"), and $17,900,000 6.70% Solar Asset Backed Notes, Series 2024-PR1, Class B (the "Class B Notes") and $12,700,000 11.00% Solar Asset Backed Notes, Series 2024-PR1, Class C (the "Class C Notes" and, t

Use of Proceeds

Use of Proceeds The Company intends to use the proceeds from the sale of the Notes (i) for the payment of expenses related to the offering of the Notes, (ii) to repay a portion of one or more currently existing financing arrangements of the Company or any of its affiliates and (iii) to finance or refinance, in whole or in part, existing or new investments and expenditures by the Company and its subsidiaries related to capital investment, research, development, acquisition, manufacturing, distribution, maintenance and operation of solar energy and storage systems and enabling technologies for solar energy storage and optimization. The foregoing description of the Indenture is qualified in its entirety by reference to the full text of the Indenture, a copy of which is filed as Exhibit 10.2 to this report and is incorporated into this Item 1.01 by reference.

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. On December 19, 2024, the previously disclosed Credit Agreement, dated as of September 30, 2020 (as previously amended, the "AP8 Facility"), by and among Sunnova Asset Portfolio 8, LLC, as the borrower (the "Borrower"), Sunnova SLA Management, LLC, as the manager and servicer, Sunnova Asset Portfolio 8 Holdings, LLC, as the seller of solar loans and solar assets, the lenders from time to time party thereto, the funding agents from time to time party thereto, Banco Popular de Puerto Rico, as agent for the lenders, and U.S. Bank, National Association, as custodian, was voluntarily terminated by the Borrower. The AP8 Facility contemplated the financing of solar loans and solar assets in Puerto Rico acquired by the Borrower with an aggregate commitment of $215,000,000. At the time of termination, all outstanding obligations under the AP8 Facility in an aggregate amount of $213,658,119.64, including interest, accrued fees and expenses, were paid in full and all hedging agreements permitted by the AP8 Facility were settled. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information relating to the Transaction set forth in Item 1.01 above is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The following materials are filed as exhibits to this Current Report on Form 8-K. Exhibit No. Description 10.1 Amendment No. 5 to Second Amended and Restated Credit Agreement (SLA), among Sunnova EZ-Own Portfolio, LLC, Sunnova SLA Management, LLC, Sunnova Asset Portfolio 7 Holdings, LLC, the Lenders party thereto, the Funding Agents party thereto and Atlas Securitized Products Holdings, L.P., as administrative agent, dated as of December 18, 2024. 10.2 Indenture, by and between Sunnova Aurora I Issuer, LLC and Wilmington Trust National Association, as indenture trustee, dated as of December 19, 2024 . 104 Cover Page Interactive Data File (embedded within the inline XBRL document). __________________ Portions of this exhibit have been omitted in accordance with Items 601(a)(5) and 601(b)(10) of Regulation S-K. We agree to furnish a copy of any omitted schedule or exhibit to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUNNOVA ENERGY INTERNATIONAL INC. Date: December 23, 2024 By: /s/ David Searle David Searle Executive Vice President, General Counsel and Chief Compliance Officer

View Full Filing

View this 8-K filing on SEC EDGAR