Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 2022, a wholly owned, indirect subsidiary of Sunnova Energy
International Inc., a Delaware corporation (the "Company"), entered into a Note
Purchase Agreement (the "Note Purchase Agreement") with certain other
subsidiaries of the Company (collectively, the "Sunnova NPA Parties") and Credit
Suisse Securities (USA) LLC (the "Initial Purchaser"), as the initial purchaser,
relating to the sale of $178,000,000 aggregate principal amount of 5.00% Solar
Loan Backed Notes, Series 2022-B Class A Notes (the "Class A Notes"),
$49,700,000 aggregate principal amount of 6.00% Solar Loan Backed Notes, Series
2022-B Class B Notes (the "Class B Notes" and, collectively with the Class A
Notes, the "Notes"). The Company intends to use the proceeds from the sale of
the Notes to finance or refinance, in whole or in part, existing or new
investments and expenditures by the Company and its subsidiaries related to one
or more of the criteria listed in the Company's Green Financing Framework,
including to simultaneously repay a portion of one or more currently existing
financing arrangements of the Company's subsidiaries and for general corporate
purposes.
The Note Purchase Agreement contains customary representations, warranties and
affirmative and negative covenants by each of the Sunnova NPA Parties and the
Initial Purchaser together with customary closing conditions. Under the terms of
the Note Purchase Agreement, each of the Sunnova NPA Parties and the Initial
Purchaser have agreed to indemnify such other party or parties against certain
liabilities.
The Notes were offered within the United States only to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act") and to persons outside of the United States in compliance with
Regulation S under the Securities Act. The Notes have not been and will not be
registered under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements under
the Securities Act and other applicable securities laws.
The foregoing description of the Note Purchase Agreement is qualified in its
entirety by reference to the full text of the Note Purchase Agreement, a copy of
which the Company plans to file as an exhibit to its Quarterly Report on Form
10-Q for the quarter ending September 30, 2022.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information relating to the Note Purchase Agreement set forth in Item 1.01
above is incorporated herein by reference.
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