Annual report pursuant to Section 13 and 15(d)

Indebtedness

v3.19.3.a.u2
Indebtedness
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Indebtedness Indebtedness
As of December 31, 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
 
$

 
$
239,485

 
$
239,485

 
$

 
5.09% - 5.38%

 
April 2022
Total recourse debt
 

 
239,485

 
239,485

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-recourse debt:
 
 
 
 
 
 
 
 
 
 
 
 
Senior
 
8,020

 
617,499

 
625,519

 
14,639

 
3.94% - 5.61%

 
April 2022 - July 2027
Subordinated
 

 
513,938

 
513,938

 

 
6.93% - 10.80%

 
March 2023 - July 2030
Securitization Class A
 
26,838

 
839,981

 
866,819

 

 
3.61% - 5.31%

 
July 2024 - February 2055
Securitization Class B
 
490

 
8,689

 
9,179

 

 
5.38
%
 
July 2024
Total non-recourse debt
 
35,348

 
1,980,107

 
2,015,455

 
14,639

 
 
 
 
Total debt
 
$
35,348

 
$
2,219,592

 
$
2,254,940

 
$
14,639

 
 
 
 

(1) 
Reflects contractual, unhedged rates. See Note 13, 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
SREC Loans
 

 

 

 

 


 

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 13, 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 $25.0 million at the end of each calendar month, maintaining quarter end liquidity to be at least $35.0 million, and maintaining a minimum interest coverage ratio of 3.50 or greater, measured quarterly as of the last day of each quarter. The Company was in compliance with all debt covenants as of December 31, 2019. As of December 31, 2019, the balance under this facility was $239.5 million with a maturity date in April 2022.
Senior and Subordinated Debt Facilities
Each of the Company's senior and subordinated debt facilities contain 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 or inventories less certain operating, maintenance and other expenses that are available to the borrower after distributions to tax equity investors, where applicable. Under the terms of these facilities, the Company's subsidiaries pay interest and principal from the net cash flows available to the subsidiaries. The Company was in compliance with all debt covenants as of December 31, 2019.
As of December 31, 2019, certain subsidiaries of the Company had an outstanding balance of $351.9 million on secured credit facilities that were syndicated with various lenders due in October 2024 and August 2029. The credit facilities totaled $375.8 million and consisted of $363.3 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 that bears interest at 9.25% per annum.
As of December 31, 2019, certain subsidiaries of the Company had an outstanding balance of $180.7 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 which are available to the borrower after distributions to tax equity investors. Prepayments are permitted under the delayed draw term loan facility.
As of December 31, 2019, certain subsidiaries of the Company had an outstanding balance of $236.2 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 December 31, 2019, a subsidiary of the Company had an outstanding balance of $16.8 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 December 31, 2019, a subsidiary of the Company had an outstanding balance of $13.8 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 which 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 December 31, 2019, a subsidiary of the Company had an outstanding balance of $124.0 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 10.50% per annum.
As of December 31, 2019, a subsidiary of the Company had an outstanding balance of $63.3 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.
As of December 31, 2019, a subsidiary of the Company had an outstanding balance of $9.5 million on a term loan due in July 2027. 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 5.61% per annum.
As of December 31, 2019, a subsidiary of the Company had an outstanding balance of $129.6 million on a term loan due in November 2025. 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 LIBOR (at a 2.00% floor) + 6.75% per annum.
As of December 31, 2019, certain subsidiaries of the Company had an outstanding balance of $13.6 million on secured credit facilities agreements with banks due in March 2024. The facilities totaled $134.0 million and consisted of two revolving aggregation facilities (“Aggregation Facilities”) and a revolving debt service reserve letter of credit facility. The senior loan under the Aggregation Facilities bear interest at LIBOR +3.00%. The subordinated loan under the Aggregation Facilities bears interest at LIBOR +9.00% per annum. These debt facilities are related to the Company's participation in the IRS's safe harbor program to retain access to the 30% Commercial ITC that was available in 2019.
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 which are available to the borrower after distributions to tax equity investors, where applicable. Under the terms of these loans, the Company's subsidiaries pay interest and principal from the net cash flows available to the subsidiaries. The Company was in compliance with all debt covenants as of December 31, 2019.
As of December 31, 2019, a subsidiary of the Company had an outstanding balance of $84.4 million on solar asset-backed notes ("Notes") secured by associated customer contracts (“Solar Assets”) held by a special purpose entity (“Issuer”). As of December 31, 2019 and December 31, 2018, these Solar Assets had a carrying value of $157.6 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 December 31, 2019, a subsidiary of the Company had an outstanding balance of $300.0 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 after distributions to tax equity investors. The Notes were issued at a discount of 1.47%. The assets and cash flows generated by the Solar Assets are not available to the other creditors of the Company, and the creditors of the Issuer, including the Note holders, have no recourse to the Company's other assets.
As of December 31, 2019, a subsidiary of the Company had an outstanding balance of $187.2 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%.
As of December 31, 2019, a subsidiary of the Company had an outstanding balance of $304.3 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 0.05%.
Maturities of Indebtedness
The scheduled maturities of debt, excluding debt discount, as of December 31, 2019 are as follows (in thousands):
2020
$
38,739

2021
99,307

2022
316,716

2023
218,334

2024
534,077

Thereafter
1,096,136

Subtotal
2,303,309

Less: Debt discount
(48,369
)
Total
$
2,254,940