Item 1.01. Entry into a Material Definitive Agreement.
On June 26, 2020, a wholly owned subsidiary (the "TEP IV Borrower") of Sunnova
Energy International Inc., a Delaware corporation (the "Company"), entered into
that certain Seventh Amendment (the "TEP IV Amendment"), which, as of June 29,
2020, amends that certain Credit Agreement, dated as of September 6, 2019 (the
"TEP IV Credit Agreement"), by and among the TEP IV Borrower, certain other
subsidiaries of the Company, Credit Suisse AG, New York Branch, as agent, and
the lenders and other financial institutions party thereto. Capitalized terms
used but not defined in this Current Report on Form 8-K shall have the meanings
ascribed to them in the TEP IV Credit Agreement.
The TEP IV Amendment amended the TEP IV Credit Agreement to, among other things,
(i) add LibreMax Opportunistic Value Master Fund, LP as a Class B lender, (ii)
split the Class B loans into Class B-I and Class B-II loans, (iii) increase the
total aggregate commitment amount from $390 million to $437.5 million, (iv)
modify the advance rates to 87.5% for Eligible Solar Assets other than Puerto
Rico and Substantial Stage Solar Assets, 75% for Puerto Rico Solar Assets, and
70% for Substantial Stage Solar Assets, (v) modify the interest rates to the
Adjusted LIBOR Rate plus a weighted average margin of 4.15%, with a step-up rate
of 1% that applies during the Amortization Period or if a Takeout Transaction
has not occurred in the last 18 months, which step-up rate is paid lower in the
waterfall than the other interest payments, (vi) include an additional payment
to the Class B lenders on the maturity date if they have not achieved a certain
return by such date, (vii) modify the payment waterfall in various respects
regarding the order of payments, particularly with respect to Class A and Class
B payments, and (viii) revise certain intercreditor provisions.
The foregoing description of the TEP IV Amendment is qualified in its entirety
by reference to the full text of the TEP IV Amendment, a copy of which the
Company plans to file as an exhibit to its Quarterly Report on Form 10-Q for the
quarter ending June 30, 2020.
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