false 0001772695 0001772695 2023-09-20 2023-09-20

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 20, 2023

 

 

Sunnova Energy International Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38995   30-1192746

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

20 East Greenway Plaza, Suite 540

Houston, Texas 77046

(Address, including zip code, of principal executive offices)

(281) 892-1588

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbol(s)

 

Name of Each Exchange

on Which Registered

Common Stock, $0.0001 par value per share   NOVA   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 7.01. Regulation FD Disclosure.

On September 20, 2023, Sunnova Energy Corporation (the “Company”), a wholly owned subsidiary of Sunnova Energy International Inc. (“Sunnova”), announced the commencement of a proposed private offering of senior notes (the “Notes Offering”) as described in Item 8.01.

In connection with the Notes Offering, the Company expects to make available the following information to prospective investors.

We define Cash Flow Available for Debt Service or “CFADS” as (1) (a) net cash from (used in) operating activities of Sunnova and its subsidiaries calculated in accordance with GAAP and, (b) to the extent not duplicative, cash provided from activities from solar energy systems and/or an ancillary technology (“Projects”) when received by the Project company, excluding, in the case of each of clause (a) and (b) above, the effect of the following items: derivative origination and breakage fees from financing structure changes, payments to dealers for exclusivity and other bonus arrangements, net inventory and prepaid inventory (sales) purchases, payments of non-capitalized costs related to acquisitions and capital markets activities of the Company or Sunnova, payments of direct sales costs, excluding inventory, to the extent the related solar energy system is financed through a loan, payments to installers and builders for homebuilder asset-development activities, payments of customer rewards and including the effect of the following items: principal proceeds from customer notes receivable, financed insurance payments, distributions to redeemable noncontrolling interests and noncontrolling interests and (2) adjusted general and administration expenses plus interest payments made on non-recourse financings (other than securitizations), in each case for all or any portion of any such period that ends on or prior to December 31, 2023 and interest payments made on indebtedness other than non-recourse financing, minus principal payments on non-recourse financings constituting securitizations, other than principal repayments funded in exchange for, or out of or with the net cash proceeds of (i) any non-recourse financing, (ii) any indebtedness constituting refinancing indebtedness under the indenture or (iii) the sale or issuance of any equity interests of Sunnova. The foregoing is a summary of the definition of CFADS that will be included in the indenture governing the notes for purposes of calculating compliance with certain of the restrictive covenants described in “Description of the Notes.” This measurement is not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of liquidity. The GAAP measure most directly comparable to CFADS is net cash from (used in) operating activities. Our calculations of CFADS, as will be defined in our indenture, are not comparable to liquidity measures presented by other companies. Investors should not rely on CFADS as a substitute for any GAAP measure, including net cash used in operating activities. In addition, under the indenture governing the notes, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is expected to be tied to a ratio based on CFADS.

 


Reconciliation of Non-GAAP Measures

The following is a reconciliation of CFADS to net cash from (used in) operating activities, which is the GAAP measure most directly comparable to CFADS.

 

     Six Months Ended
June 30,
     Year Ended December 31,  
     2023      2022      2022     2021  
 

 

 

 

 

 

 

 

 
Reconciliation of Net Cash Used in Operating Activities to CFADS    (in thousands)  

Net cash used in operating activities

   $ (182,542    $ (162,343    $ (333,426   $ (209,230

Cash when received from Projects

     4,929        5,620        12,394       3,231  

Principal proceeds from customer note receivable

     80,931        52,653        109,760       66,879  

Financed insurance payments

     (1,950      —          —         (2,254

Derivative origination and breakage fees from financing structure changes

     17,571        14,103        33,520       8,936  

Distributions to redeemable noncontrolling interests and noncontrolling interests

     (18,372      (12,330      (29,771     (15,854

Payments to dealers for exclusivity and other bonus arrangements

     55,747        26,932        50,078       28,850  

Net inventory and prepaid inventory purchases for asset-development activities

     22,375        79,115        189,321       143,959  

Payments of non-capitalized costs related to IPO

     —          —          —         —    

Payments of non-capitalized costs related to acquisitions

     2,018        2,313        6,681       6,776  

Payments of non-capitalized costs related to equity offerings

     —          —          —         609  

Payments of direct sales costs, excluding inventory

     7,374        582        3,103       286  

Payments to installers and builders for homebuilder asset-development activities

     20,411        20,769        45,217       24,967  

Payments of customer rewards

     464        2,583        5,032       1,240  

General and administrative expenses

     202,645        138,465        302,004       204,236  

Bad debt expense

     (23,882      (17,003      (43,018     (25,634

Depreciation expense

     (9,356      (5,535      (11,888     (9,126

Amortization expense

     (14,696      (14,585      (29,224     (21,771

Impairment and gain (loss) on disposals, net

     1        —          —         —    

Non-cash compensation expense

     (14,318      (15,596      (24,218     (17,236

ARO accretion expense

     (2,234      (1,735      (3,701     (2,897

Loss on unenforceable contracts

     —          —          —         —    

Amortization of payments to dealers for exclusivity and other bonus arrangements

     (2,961      (1,735      (3,701     (2,897

Net principal debt repayments related to securitizations

     (77,994      (77,718      (161,357     (120,021

Cash paid for interest not related to securitizations

     66,594        24,335        57,692       20,202  

CFADS

   $ 132,790      $ 58,700      $ 173,872     $ 83,180  

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 8.01.

Other Events.

On September 20, 2023, the Company issued a press release announcing the Notes Offering. A copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

 


Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits

The following materials are filed as exhibits to this Current Report on Form 8-K.

 

Exhibit No.    Description
99.1    Press release dated September 20, 2023.
104    Cover Page Interactive Data File (embedded within the inline XBRL Document).

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    SUNNOVA ENERGY INTERNATIONAL INC.
Date: September 20, 2023     By:  

/s/ David Searle

      David Searle
      Executive Vice President, General Counsel

Exhibit 99.1

Sunnova Announces Proposed Private Offering of $400 Million “Green Bond”

HOUSTON, September 20, 2023 – Sunnova Energy Corporation (“SEC”), a wholly-owned subsidiary of Sunnova Energy International Inc. (“Sunnova”), today announced that it intends to offer, subject to market conditions, $400 million aggregate principal amount of green senior notes due 2028 (the “notes”) in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside of the United States in reliance on Regulation S under the Securities Act.

The notes will be senior unsecured obligations of SEC, and interest will be payable semiannually in arrears. The notes will be guaranteed on a senior unsecured basis by Sunnova and Sunnova Intermediate Holdings, LLC.

SEC intends to allocate an amount equal to the net proceeds from the offering to finance or refinance, in whole or in part, existing or new eligible green projects, and pending such use, SEC will maintain or apply the net proceeds in accordance with its normal liquidity practices.

The notes have not been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Sunnova’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern Sunnova’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the expectations in connection with the offering, the size and terms of the offering and the use of proceeds from the offering. Sunnova’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including supply chain uncertainties, results of operations and financial position, Sunnova’s competition, changes in regulations applicable to Sunnova’s business, fluctuations in the solar and home-building markets, availability of capital and Sunnova’s ability to attract and retain dealers and customers and manage its dealer and strategic partner relationships. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in Sunnova’s filings with the U.S. Securities and Exchange Commission, including Sunnova’s annual report on Form 10-K for the year ended December 31, 2022 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this press release are based on information available to Sunnova as of the date hereof, and Sunnova disclaims any obligation to update any forward-looking statements, except as required by law.

ABOUT SUNNOVA

Sunnova Energy International Inc. (NYSE: NOVA) is a leading Energy as a Service (EaaS) provider with customers across the U.S. and its territories. Sunnova’s goal is to be the source of clean, affordable and reliable energy with a simple mission: to power energy independence so that home and business owners have the freedom to live life uninterrupted®.

Media Contact

Srishti Ahuja Tandon

srishti.ahujatandon@sunnova.com

Investor & Analyst Contact

Rodney McMahan

rodney.mcmahan@sunnova.com

281.971.3323

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Sep. 20, 2023
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Document Type 8-K
Document Period End Date Sep. 20, 2023
Entity Registrant Name Sunnova Energy International Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-38995
Entity Tax Identification Number 30-1192746
Entity Address, Address Line One 20 East Greenway Plaza
Entity Address, Address Line Two Suite 540
Entity Address, City or Town Houston
Entity Address, State or Province TX
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Security 12b Title Common Stock, $0.0001 par value per share
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