Quarterly report pursuant to Section 13 or 15(d)

Indebtedness

v3.19.2
Indebtedness
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Indebtedness Indebtedness
As of June 30, 2019, debt consisted of the following (in thousands, except percentages):
 
 
Carrying Values, net of
debt discount
 
Unused Borrowing Capacity
 
Interest
Rate (1)
 
Maturity
Date
 
 
Current
 
Long Term
 
Total
 
 
 
 
 
 
Recourse debt:
 
 
 
 
 
 
 
 
 
 
 
 
Bank line of credit
 
$
239,035

 
$

 
$
239,035

 
$

 
5.72% - 5.83%
 
April 2020
Total recourse debt
 
239,035

 

 
239,035

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-recourse debt:
 
 
 
 
 
 
 
 
 
 
 
 
Senior
 
5,043

 
813,761

 
818,804

 
16,000

 
4.50% - 5.08%
 
April 2022 - October 2024
Subordinated
 
5,604

 
310,309

 
315,913

 

 
7.03% - 10.00%
 
March 2023 - July 2030
Securitization Class A
 
24,033

 
555,962

 
579,995

 

 
3.98% - 5.31%
 
July 2024 - June 2054
Securitization Class B
 
478

 
8,957

 
9,435

 

 
5.38%
 
July 2024
Total non-recourse debt
 
35,158

 
1,688,989

 
1,724,147

 
16,000

 
 
 
 
Total debt
 
$
274,193

 
$
1,688,989

 
$
1,963,182

 
$
16,000

 
 
 
 
(1)
Reflects contractual, unhedged rates. See Note 9, Derivatives for hedge rates.
As of December 31, 2018, debt consisted of the following (in thousands, except percentages):
 
 
Carrying Values, net of
debt discount
 
Unused
Borrowing
Capacity
 
Interest
Rate (1)
 
Maturity
Date
 
 
Current
 
Long Term
 
Total
 
 
 
 
 
 
Recourse debt:
 
 
 
 
 
 
 
 
 
 
 
 
Bank line of credit
 
$

 
$
247,000

 
$
247,000

 
$
406

 
5.45% - 5.77%
 
April 2020
Total recourse debt
 

 
247,000

 
247,000

 
406

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-recourse debt:
 
 
 
 
 
 
 
 
 
 
 
 
Senior
 
19,070

 
809,447

 
828,517

 

 
4.50% - 5.54%
 
September 2020 - October 2024
Subordinated
 
5,824

 
267,513

 
273,337

 

 
7.03% - 10.00%
 
September 2020 - January 2030
Securitization Class A
 
10,125

 
380,299

 
390,424

 

 
4.40% - 5.31%
 
July 2024 - April 2049
Securitization Class B
 
465

 
9,179

 
9,644

 

 
5.38%
 
July 2024
Total non-recourse debt
 
35,484

 
1,466,438

 
1,501,922

 

 
 
 
 
Total debt
 
$
35,484

 
$
1,713,438

 
$
1,748,922

 
$
406

 
 
 
 
(1)  
Reflects contractual, unhedged rates. See Note 9, Derivatives for hedge rates.
Bank Line of Credit
The Company has outstanding borrowings under a syndicated working capital facility with banks for a total commitment of up to $250.0 million. The working capital facility is secured by substantially all of the unencumbered assets of the Company, as well as ownership interests in certain subsidiaries of the Company. Loans under the facility bear interest at LIBOR +3.25% per annum or the Base Rate +2.25% per annum. The Base Rate is the highest of the Federal Funds Rate +0.50%, the Prime Rate, or LIBOR +1.00%.
Under the terms of the working capital facility, the Company is required to meet various restrictive covenants, such as the completion and presentation of audited consolidated financial statements, maintaining a minimum unencumbered liquidity of at least $25 million at the end of each calendar month, maintaining quarter end liquidity of at least $30 million, and maintaining a minimum interest coverage ratio of 3.00 or greater, measured quarterly as of the last day of each quarter. The Company was in compliance with all debt covenants as of June 30, 2019.
As of June 30, 2019, the balance under this facility was $239.0 million with a maturity date in April 2020. Although there is no assurance that the Company will be able to do so, the Company believes that it is probable that it will be able to extend or otherwise refinance the facility prior to maturity.
Senior and Subordinated Debt Facilities
Each of the Company's senior and subordinated debt facilities contains customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. Each of the senior and subordinated debt facilities also contain certain provisions in the event of default that entitle lenders to take certain actions including acceleration of amounts due under the facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the senior and subordinated debt facilities. The facilities are non-recourse to the Company and are secured by net cash flows from Customer Agreements less certain operating, maintenance and other expenses that are available to the borrower after distributions to tax equity investors, where applicable. The Company was in compliance with all debt covenants as of June 30, 2019.
As of June 30, 2019, certain subsidiaries of the Company have an outstanding balance of $280.5 million on secured credit facilities that were syndicated with various lenders due in October 2024. The credit facilities totaled $321.5 million and consisted of $309.0 million in term loans, and a $12.5 million revolving debt service reserve letter of credit facility. Term Loan A ("TLA") is a senior delayed draw term loan that bears interest at LIBOR +2.125% per annum for LIBOR loans or the Base Rate +1.125% per annum on Base Rate loans. Term Loan B ("TLB") is subordinated debt and consists of a Class A portion which accrues interest at a fixed interest rate of 7.03% per annum and a Class B portion which accrues interest at LIBOR +5.00% per annum or the Base Rate +4.00% per annum. The Base Rate is the highest of the Federal Funds Rate +0.50%, the Prime Rate, or LIBOR +1.00%. Under TLA, prepayments are permitted with no penalties.  Under TLB, prepayments are permitted with associated penalties ranging from 0% - 5% depending on the timing of prepayments.
As of June 30, 2019, certain subsidiaries of the Company have an outstanding balance of $183.4 million on senior secured credit facilities that were syndicated with various lenders due in April 2024. These facilities are subject to the National Grid project equity transaction. The credit facilities totaled $202.0 million and consisted of a $195.0 million senior delayed draw term loan facility and a $7.0 million revolving debt service reserve letter of credit facility. Loans under the facility bear interest at LIBOR +2.25% per annum, for the initial four-year period for LIBOR loans or the Base Rate +1.25% per annum for Base Rate Loans. The Base Rate is the highest of the Federal Funds Rate +0.50%, the Prime Rate, or LIBOR +1.00%. The facilities are non-recourse to the Company and are secured by net cash flows from Customer Agreements and SRECs, less certain operating, maintenance and other expenses that are available to the borrower after distributions to tax equity investors. Prepayments are permitted under the delayed draw term loan facility.
As of June 30, 2019, certain subsidiaries of the Company have an outstanding balance of $455.7 million on secured credit facilities agreements, as amended, with a syndicate of banks due in March 2023. The facilities totaled $595.0 million and consisted of a revolving aggregation facility (“Aggregation Facility”), a term loan ("Term Loan") and a revolving debt service reserve letter of credit facility. Senior loans under the Aggregation Facility bear interest at LIBOR +2.50% per annum for the initial three-year revolving availability period, stepping up to LIBOR +2.75% per annum in the following two-year period. The subordinated Term Loan bears interest at LIBOR +5.00% per annum for the first three-year period, stepping up to LIBOR +6.50% per annum thereafter. Term Loan prepayment penalties range from 0% - 1% depending on the timing of prepayments.
As of June 30, 2019, a subsidiary of the Company has an outstanding balance of $19.1 million on a term loan due in April 2022. The loan is secured by the assets and related net cash flow of this subsidiary and is non-recourse to the Company’s other assets. Loans under this facility bear interest at 4.50% per annum.
As of June 30, 2019, a subsidiary of the Company has an outstanding balance of $15.4 million on a secured, non-recourse loan agreement due in September 2022. The loan will be repaid through cash flows from a pass-through financing obligation arrangement previously entered into by the Company. The loan agreement contains customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. The loan also contains certain provisions in the event of default that entitles the lender to take certain actions including acceleration of amounts due under the loan. Loans under this facility bear interest at LIBOR +2.25% per annum.
As of June 30, 2019, a subsidiary of the Company has an outstanding balance of $118.3 million on a term loan due in January 2030. The loan is secured by the assets and related net cash flow of this subsidiary and is non-recourse to the Company’s other assets. Loans under this facility bear interest at 10.00% per annum.
As of June 30, 2019, a subsidiary of the Company has an outstanding balance of $62.3 million on a term loan due in July 2030. The loan is secured by the assets and related net cash flow of this subsidiary and is non-recourse to the Company’s other assets. Loans under this facility bear interest between 2.00% - 3.25% plus 6.75% per annum.
Securitization Loans
Each of the Company's securitized loans contains customary covenants including the requirement to provide reporting to the indenture trustee and ratings agencies. Each of the securitized loans also contain certain provisions in the event of default which entitle the indenture trustee to take certain actions including acceleration of amounts due under the facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the securitized loans. The facilities are non-recourse to the Company and are secured by net cash flows from Customer Agreements less certain operating, maintenance and other expenses that are available to the borrower after distributions to tax equity investors, where applicable. The Company was in compliance with all debt covenants as of June 30, 2019.
As of June 30, 2019, a subsidiary of the Company has an outstanding balance of $87.7 million on solar asset-backed notes ("Notes") secured by associated customer contracts (“Solar Assets”) held by a special purpose entity (“Issuer”). As of June 30, 2019 and December 31, 2018, these Solar Assets had a carrying value of $160.9 million and $164.7 million, respectively, and are included under solar energy systems, net, in the consolidated balance sheets. The Notes were issued at a discount of 0.08%.
As of June 30, 2019, a subsidiary of the Company has an outstanding balance of $302.7 million on solar asset-backed notes secured by net cash flows from Customer Agreements less certain operating, maintenance and other expenses that are available to the issuer after distributions to tax equity investors. The Notes were issued at a discount of 1.47%.
As of June 30, 2019, a subsidiary of the Company has an outstanding balance of $199.0 million on solar asset-backed notes secured by net cash flows from Customer Agreements less certain operating, maintenance and other expenses that are available to the issuer. The Notes were issued at a discount of 0.01%.