UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 31, 2023 (
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to TEPH Credit Agreement
On March 29, 2023, Sunnova TEP Holdings, LLC (the “TEPH Borrower”), a wholly owned subsidiary of Sunnova Energy International Inc., a Delaware corporation (the “Company”), entered into that certain Ninth Amendment to Amended and Restated Credit Agreement (the “TEPH Amendment”), which, among other things, further amends that certain Amended and Restated Credit Agreement, dated as of March 29, 2021 (as previously amended, the “TEPH Credit Agreement”), by and among the TEPH Borrower, Sunnova TE Management, LLC, as facility administrator, Atlas Securitized Products Holdings, L.P. (“Atlas”), as administrative agent, and the lenders and other financial institutions party thereto.
The TEPH Amendment amended the TEPH Credit Agreement to, among other things, (i) increase the aggregate commitments from $600 million to $700 million, (ii) increase the uncommitted maximum facility amount from approximately $689.7 million to approximately $789.7 million, (iii) add provisions to allow the TEPH Borrower to request an increase in the aggregate commitment amount (subject to certain conditions) by adding additional lenders to the Credit Agreement, (iv) amend and supplement certain defaulting lender provisions, (v) 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 in the TEPH Credit Agreement), to extend the time period for the event of default resulting from hedge counterparties ceasing to be Qualifying Hedge Counterparties and to make other related hedging amendments, (vi) update the references from Credit Suisse AG, New York Branch (“Credit Suisse”), 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 (which previously included lenders affiliated with Credit Suisse that, prior to the date of the TEPH Amendment, had assigned their loans and commitments to lenders affiliated with Atlas), (vii) add EU Bail-In provisions and (viii) add certain syndication-related provisions, in each case, as more particularly set forth in the TEPH Amendment to the TEPH Credit Agreement.
The foregoing description of the TEPH Amendment is qualified in its entirety by reference to the full text of the TEPH Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
EZOP Amendment
On March 30, 2023, Sunnova EZ-Own Portfolio, LLC (the “EZOP Borrower”), a wholly owned subsidiary of the Company entered into that certain Amendment No. 13 to the Amended and Restated Credit Agreement (SLA) (the “EZOP Amendment”), which, among other things, further amends that certain Amended and Restated Credit Agreement, dated as of March 27, 2019 (as previously amended, the “EZOP Credit Agreement”), by and among the EZOP Borrower, certain other subsidiaries of the Company, Atlas, as agent, and the lenders and other financial institutions party thereto.
The EZOP Amendment amended the EZOP Credit Agreement to, among other things, (i) increase the aggregate commitments from $675.0 million to $775.0 million, (ii) increase the uncommitted maximum facility amount from $800.0 million to $900.0 million, (iii) amend and supplement certain defaulting lender provisions, and (iv) update the references from Credit Suisse, 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 (which previously included lenders affiliated with Credit Suisse that, prior to the date of the EZOP Amendment, had assigned their loans and commitments to lenders affiliated with Atlas), in each case as more particularly set forth in the EZOP Amendment to the EZOP Credit Agreement.
The foregoing description of the EZOP Amendment is qualified in its entirety by reference to the full text of the EZOP Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following materials are filed as exhibits to this Current Report on Form 8-K.
| * | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and 601(b)(10). The Company agrees 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: March 31, 2023 | By: | /s/ David Searle | ||||
| David Searle | ||||||
| Executive Vice President, General Counsel | ||||||