Quarterly report pursuant to Section 13 or 15(d)

Indebtedness (Tables)

v3.21.1
Indebtedness (Tables)
3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
Schedule of Debt
As of March 31, 2021, debt consisted of the following (in thousands, except percentages):
March 31, 2021 December 31, 2020
Unused Borrowing Capacity (1)
Weighted Average Interest Rate at March 31, 2021 (2)
Weighted Average Interest Rate at December 31, 2020 (2)
Contractual Interest Rate (3)
Contractual Maturity Date
Recourse debt
Bank line of credit (4)
$ 180,196  $ 230,660  $ 32,500  3.36% 3.53%
LIBOR +3.25%
April 2022
0% Convertible Senior Notes (5)
400,000  —  —  —% N/A —% February 2026
Total recourse debt 580,196  230,660  32,500 
Non-recourse debt (6)
Senior revolving and delayed draw loans (7)(8)
731,300  587,600  97,050  2.78% 2.85%
LIBOR +2.50% - 3.25%
March 2023 - October 2027
Senior non-revolving loans 879,583  1,087,386  —  3.85% 3.68%
4.50% - 6.50%; LIBOR +2.125% - 2.25%
April 2022 - November 2040
Subordinated revolving and delayed draw loans 139,053  282,722  24,700  9.11% 8.43%
8.50% - 10.00%; LIBOR +9.00%
March 2024 - October 2032
Subordinated loans (9)
836,882  668,642  —  8.64% 8.76%
8.00% - 10.00%; LIBOR +5.00% - 6.75%
March 2023 - January 2042
Securitized loans 2,069,043  1,885,981  —  3.90% 4.18%
2.33% - 5.31%
August 2023 - February 2055
Total non-recourse debt 4,655,861  4,512,331  121,750 
Total recourse and non-recourse debt 5,236,057  4,742,991  154,250 
Plus: Debt premium 106,448  108,778  — 
Less: Debt discount (68,280) (55,624) — 
Total debt, net $ 5,274,225  $ 4,796,145  $ 154,250 

(1)    Represents the additional amount the Company could borrow, if any, based on the state of its existing assets as of March 31, 2021.
(2)    Reflects weighted average contractual, unhedged rates. See Note 9, Derivatives for hedge rates.
(3)    Ranges shown reflect fixed interest rate and rates using LIBOR as applicable.
(4)    This syndicated working capital facility with banks has a total commitment up to $250.0 million and 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 this facility bear interest at LIBOR +3.25% per annum or 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%. Subject to 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 March 31, 2021.
(5)    These convertible senior notes ("Notes") will not bear regular interest, and the principal amount of the notes will not accrete. The Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradeable as required by the Indenture. The Notes will mature on February 1, 2026, unless earlier repurchased by the Company, redeemed by the Company or converted pursuant to their terms. The initial conversion rate of the Notes is 8.4807 shares of the Company’s common stock, par value $0.0001 per share, per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $117.91 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change or an issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption. The debt discount recorded on the Notes is being amortized to interest expense at an effective interest rate of 0.57%. As of March 31, 2021, $0.4 million of the debt discount was amortized to interest expense. In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions (“Capped Calls”) with certain of the initial purchasers and/or their respective affiliates at a cost of approximately $28.0 million. The Capped Calls are classified as equity and were recorded to additional paid-in-capital within stockholders’ equity as of March 31, 2021. The Capped Calls each have an initial strike price of approximately $117.91 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have initial cap prices of $157.22 per share. The Capped Calls cover, subject to anti-dilution adjustments, approximately 3.4 million shares of common stock. The Capped Calls are expected generally to reduce the potential dilution to the common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the Notes, as the case may be, in the event the market price per share of common stock, as measured under the Capped Calls, is greater than the strike price of the Capped Call, with such offset subject to a cap. If, however, the market price per share of the common stock, as measured under the Capped Calls, exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of the common stock exceeds the cap price. The final components of the Capped Calls are scheduled to expire on January 29, 2026.
(6)    Certain loans under these categories are part of project equity transactions.
(7)    Under a loan within this category, the Company may incur up to an aggregate principal amount of $100.0 million in revolver borrowings. Borrowings under this revolving loan may be designated as base rate loans or LIBOR loans, subject to certain terms and conditions. Base rate loans accrue interest at a rate per year equal to 2.25% plus the highest of (i) the federal funds rate plus 0.50%, (ii) Bank of America, N.A.’s published “prime rate,” and (iii) LIBOR rate plus 1.00%, subject to a 0.00% floor. LIBOR loans accrue interest at a rate per annum equal to 3.25 % plus the fluctuating rate of interest equal to LIBOR or a comparable successor rate approved by the administrative agent, subject to a 0.00% floor. In addition to customary covenants for these type of facilities, the Company is subject to financial covenants and is required to have unencumbered cash and cash equivalents at the end of each fiscal quarter of at least the greater of (i) $30.0 million and (ii) the amount of unencumbered liquidity to be maintained by Vivint Solar, Inc., a wholly owned subsidiary of the Company, in accordance with any loan documents governing recourse debt facilities of Vivint Solar, Inc. As of March 31, 2021, Vivint Solar, Inc. did not have any recourse debt facilities other than the facility described in this paragraph.
(8)    Pursuant to the terms of the aggregation facilities within this category the Company may draw up to an aggregate principal amount of $1.1 billion in revolver borrowings depending on the available borrowing base at the time.
(9)    A loan under this category with an outstanding balance of $124.1 million as of March 31, 2021 contains a put option that can be exercised beginning in 2036 that would require the Company to pay off the entire loan on November 30, 2037.