Quarterly report pursuant to Section 13 or 15(d)

Indebtedness

v3.10.0.1
Indebtedness
9 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Indebtedness
Indebtedness
As of September 30, 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

 
5.33% - 5.54%

 
April 2020
Total recourse debt
 
$

 
$
247,000

 
$
247,000

 
$
406

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-recourse debt:
 
 
 
 
 
 
 
 
 
 
 
 
Senior
 
18,693

 
1,049,254

 
1,067,947

 

 
4.33% - 5.39%

 
September 2020 - October 2024
Subordinated
 
4,641

 
153,302

 
157,943

 

 
7.03% - 7.84%

 
September 2020 - October 2024
Securitization Class A
 
3,703

 
78,241

 
81,944

 

 
4.40
%
 
July 2024
Securitization Class B
 
459

 
9,305

 
9,764

 

 
5.38
%
 
July 2024
Total non-recourse debt
 
$
27,496

 
$
1,290,102

 
$
1,317,598

 
$

 
 
 
 
Total debt
 
$
27,496

 
$
1,537,102

 
$
1,564,598

 
$
406

 
 
 
 
(1)
Reflects contractual, unhedged rates. See Note 9, Derivatives for hedge rates.
As of December 31, 2017, debt consisted of the following (in thousands, except percentages):
 
 
Carrying Values, net of
debt discount
 
Unused
Borrowing
Capacity
 
Interest
Rate
 
Maturity
Date
 
 
Current
 
Long Term
 
Total
 
 
 
 
 
 
Recourse debt:
 
 
 
 
 
 
 
 
 
 
 
 
Bank line of credit
 
$

 
$
247,000

 
$
247,000

 
$
406

 
4.58% - 4.87%

 
April 2018
Total recourse debt
 
$

 
$
247,000

 
$
247,000

 
$
406

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-recourse debt:
 
 
 
 
 
 
 
 
 
 
 
 
Senior
 
3,561

 
804,894

 
808,455

 
12,758

 
3.63% - 4.69%

 
September 2020 - October 2024
Subordinated
 
4,301

 
107,187

 
111,488

 
27

 
6.36% - 7.13%

 
September 2020 - October 2024
Securitization Class A
 
3,534

 
82,203

 
85,737

 

 
4.40
%
 
July 2024
Securitization Class B
 
440

 
9,644

 
10,084

 

 
5.38
%
 
July 2024
SREC Loans
 
9,693

 
22,488

 
32,181

 

 
7.28
%
 
July 2021
Total non-recourse debt
 
$
21,529

 
$
1,026,416

 
$
1,047,945

 
$
12,785

 
 
 
 
Total debt
 
$
21,529

 
$
1,273,416

 
$
1,294,945

 
$
13,191

 
 
 
 

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 $30 million at the end of each calendar month 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 September 30, 2018. As of September 30, 2018, the balance under this facility was $247.0 million with a maturity date in April 2020.
Syndicated Credit Facilities
Each of the Company's syndicated credit facilities contain customary covenants including the requirement to maintain certain financial measurements and provide lender reporting. Each of the syndicated credit facilities also contain certain provisions in the event of default which 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 credit 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 which are available to the borrower after distributions to tax equity investors. The Company was in compliance with all debt covenants as of September 30, 2018.
As of September 30, 2018, certain subsidiaries of the Company have an outstanding balance of $285.7 million on secured credit facilities that were syndicated with various lenders due in October 2024. The credit facilities totaled $303.0 million and consisted of $293.0 million in term loans, and a $10.0 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 +2.75% per annum for LIBOR loans or the Base Rate +1.75% 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 September 30, 2018, certain subsidiaries of the Company have an outstanding balance of $188.3 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, as amended in March 2018, for the remainder of 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 September 30, 2018, certain subsidiaries of the Company have an outstanding balance of $511.9 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.
Senior Debt
As of September 30, 2018, a subsidiary of the Company has an outstanding balance of $189.6 million on a revolving loan facility due in September 2020. The facility is non-recourse to the Company and is secured by the assets of such subsidiary and its net cash flows, including the net cash flows from the generation of contracted SRECs by certain subsidiaries of the Company. Loans under the facility bear interest at LIBOR +2.75% per annum for the senior secured loan, and LIBOR +5.50% per annum for the subordinated loan. The Company was in compliance with all debt covenants under this loan facility as of September 30, 2018.
As of September 30, 2018, a subsidiary of the Company has an outstanding balance of $21.8 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. The Company was in compliance with all debt covenants under this loan as of September 30, 2018.
As of September 30, 2018, a subsidiary of the Company has an outstanding balance of $11.1 million on a non-recourse loan due in September 2022. The loan is secured by substantially all of the assets of the subsidiary including this subsidiary’s membership interests and assets in its investment funds. The loan 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 +3.00% per annum. The financing agreement requires the Company to maintain certain financial covenants. The Company was in compliance with all debt covenants under this loan as of September 30, 2018.
As of September 30, 2018, a subsidiary of the Company has an outstanding balance of $17.5 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. The Company was in compliance with all debt covenants under this loan as of September 30, 2018.
Securitization Loans
As of September 30, 2018, a subsidiary of the Company has an outstanding balance of $91.7 million on solar asset-backed notes ("Notes") secured by associated customer contracts (“Solar Assets”) held by a special purpose entity (“Issuer”). As of September 30, 2018 and December 31, 2017, these Solar Assets had a carrying value of $166.5 million and $172.8 million, respectively, and are included under solar energy systems, net, in the consolidated balance sheets. The Company was in compliance with all debt covenants as of September 30, 2018.