Annual report pursuant to Section 13 and 15(d)

Indebtedness (Tables)

Indebtedness (Tables)
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Debt
As of December 31, 2022 and 2021, respectively, debt consisted of the following (in thousands, except percentages):
December 31, 2022 December 31, 2021
Unused Borrowing Capacity (1)
Weighted Average Interest Rate at December 31, 2022 (2)
Weighted Average Interest Rate at December 31, 2021 (2)
Contractual Interest Rate (3)
Contractual Maturity Date
Recourse debt
Bank line of credit (4)
$ 505,158  $ 211,066  $ 40,000  6.01% 3.40%
SOFR +3.25%
January 2025
0% Convertible Senior Notes (5)
$ 400,000  $ 400,000  $ —  —% —% —% February 2026
Total recourse debt 905,158  611,066  40,000 
Unamortized debt discount (7,118) (9,382) — 
Total recourses debt, net 898,040  601,684  40,000 
Non-recourse debt (6)
Senior revolving and delayed draw loans (7)
1,560,002  1,301,600  85,000  6.49% 2.23%
LIBOR +2.00% - 3.00%; SOFR +1.88% - 3.10%
April 2025 - December 2029
Senior non-revolving loans 1,680,444  921,038  —  6.00% 3.66%
4.66% - 4.70%; LIBOR +1.75% - 2.50%; SOFR +1.85% - 1.90%
April 2024 - November 2040
Subordinated revolving and delayed draw loans (7)
333,800  221,464  22,200  9.58% 9.06%
8.75%; LIBOR +9.00% SOFR +3.50% - 9.10%
April 2024 - December 2030
Subordinated loans 1,442,336  959,852  —  8.76% 8.46%
7.00% - 10.50%; LIBOR +6.75%
November 2025 - January 2042
Securitized loans 2,531,465  2,466,389  —  3.87% 3.59%
2.27% - 5.31%
July 2024 - July 2057
Total non-recourse debt 7,548,047  5,870,343  107,200 
Unamortized debt (discount) premium, net (46,938) 30,863  — 
Total non-recourse debt, net 7,501,109  5,901,206  107,200 
Total debt, net $ 8,399,149  $ 6,502,890  $ 147,200 

(1)Represents the additional amount the Company could borrow, if any, based on the state of its existing assets as of December 31, 2022.
(2)Reflects weighted average contractual, unhedged rates. See Note 12, Derivatives for hedge rates.
(3)Ranges shown reflect fixed interest rate and rates using LIBOR or SOFR, as applicable.
(4)The former working capital facility was terminated in January 2022 and was replaced by this syndicated working capital facility with banks has a total commitment up to $600.0 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. Borrowings under the Facility may be designated as Base Rate Loans or Term SOFR Loans,
subject to certain terms and conditions under the Credit Agreement. Base Rate Loans accrue interest at a rate per year equal to 2.25% plus the highest of (a) the federal funds rate plus 0.50%, (b) the interest rate determined from time to time by the Administrative Agent as its prime rate and notified to the Company, (c) the Adjusted Term SOFR Rate (defined below) for a one-month interest period in effect on such day (or if such day is not a business day, the immediately preceding business day) plus 1.00% and (d) 0.00%. Term SOFR Loans accrue interest at a rate per annum equal to (a) 3.25% plus (b) the greater of (i) 0.00% and (ii) the sum of (x) the forward-looking term rate for a period comparable to the applicable available tenor based on SOFR that is published by CME Group Benchmark Administration Ltd or a successor for the applicable interest period and (y) (1) if the applicable interest period is one month, 0.11448%, (2) if the applicable interest period is three months, 0.26161% or (c) if the applicable interest period is six months, 0.42826% (the rate pursuant to clause (b), the “Adjusted Term SOFR Rate”). This facility is subject to various restrictive covenants, such as the completion and presentation of audited consolidated financial statements, maintaining a minimum modified interest coverage ratio, a minimum modified current ratio, a maximum modified leverage ratio, and a minimum unencumbered cash balance, in each case, tested quarterly. The Company was in compliance with all debt covenants as of December 31, 2022.
(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 December 31, 2022, $4.3 million of the debt discount was amortized to interest expense inception to date. 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. None of the conversion criteria has been met as of December 31, 2022.
(6)Certain loans under this category are part of project equity transactions.
(7)Pursuant to the terms of the aggregation facilities within this category the Company may draw up to an aggregate principal amount of $2.2 billion in revolver borrowings depending on the available borrowing base at the time.
(8)A loan under this category with an outstanding balance of $131.3 million as of December 31, 2022 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.
Schedule of Aggregate Future Principal Payments for Debt
The aggregate future principal payments for debt as of December 31, 2022 are as follows (in thousands):
2023 $ 163,794 
2024 719,231 
2025 1,640,421 
2026 1,238,875 
2027 1,156,718 
Thereafter 3,534,166 
    Subtotal 8,453,205 
Debt discount, net (54,056)
    Total $ 8,399,149