2022-08-16 | NYSE: NOVA | Press release
Sunnova Energy International Inc. (“Sunnova”) (NYSE: NOVA) today announced the pricing of $500 million aggregate principal amount of 2.625% Convertible Senior Notes due 2028 (the “Notes”). ”) in connection with a private placement to qualified institutional purchasers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Sunnova also granted to the initial purchasers of the Notes l option to purchase up to an additional $100 million in aggregate principal amount of the Notes within 13 days from the date the Notes are first issued. Sale of the Notes is expected to be closed on August 19, 2022, subject to customary closing conditions.
The Notes will be senior unsecured obligations of Sunnova and will bear interest in cash commencing August 19, 2022 at the annual rate of 2.625% payable semi-annually in arrears on February 15 and August 15 of each year, commencing February 15, 2023 The Notes will mature on February 15, 2028, unless converted, redeemed or redeemed earlier. The initial conversion rate will be 29.2039 shares of Sunnova common stock, par value $0.0001, for $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $34.24). USD per Sunnova common share). The Notes will be convertible into cash, common shares of Sunnova or a combination of cash and common shares of Sunnova, at Sunnova’s option.
Sunnova will not be able to redeem the Notes before August 20, 2025. On or after August 20, 2025, Sunnova may redeem the Notes at its option if the last stated sale price of Sunnova Common Shares was at least 130%. conversion price then in effect for at least 20 trading days (whether or not consecutive) in any period of 30 consecutive trading days (including the last trading day of such period) ending on and including the day immediately preceding the date on which Sunnova provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with accrued and unpaid interest, if any, up to the date of redemption excluded.
If a “fundamental change” (as defined in the indenture governing the bonds) occurs at any time prior to the maturity date, bondholders may require Sunnova to redeem for cash all or part of their bonds at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to the excluded date of redemption. In addition, following certain corporate events or if Sunnova issues a redemption notice, Sunnova will, in certain circumstances, increase the conversion rate for Holders who convert their Notes pursuant to such corporate event or redemption notice.
Sunnova estimates that net proceeds from the expanded offering will be approximately $487.1 million (or $584.6 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting original buyers’ discounts and estimated offer fees payable by Sunnova. Sunnova intends to use approximately $40.4 million of the net proceeds to pay for the cost of the capped purchase transactions described below. Sunnova intends to use the remainder of the net proceeds for general corporate purposes, including but not limited to financing working capital, operating expenses, capital expenditures and debt repayment. .
In connection with the pricing of the Notes, Sunnova has entered into capped purchase transactions (the “Capped Purchase Transactions”) with certain of the Initial Purchasers or their respective affiliates and other financial institutions (the “Purchase Counterparties”). options”). The capped purchase transactions are generally expected to reduce the potential dilution of Sunnova common stock upon any bond conversion and/or offset any cash payment Sunnova is required to make in excess of the principal amount of the converted bonds, depending the case. , with such reduction and/or compensation subject to an initial cap equal to $46.10 (representing a 75.0% premium to the last published sale price of Sunnova common stock on the New York Stock Exchange August 16, 2022), subject to certain adjustments under the Capped Purchase Transactions. If the Initial Purchasers exercise their option to purchase additional Notes, Sunnova expects to enter into additional capped purchase transactions with the Option Counterparties.
In establishing their initial capped call trade hedges, Sunnova expects the options counterparties or their respective affiliates to purchase shares of Sunnova common stock and/or enter into various derivative transactions relating to common shares of Sunnova concurrently with or shortly after the pricing of the Notes. These activities could increase (or reduce the magnitude of any decline) the market price of the Sunnova Common Shares or the Notes at that time.
In addition, options counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives relating to Sunnova common stock and/or by buying or selling Sunnova common stock or other securities of Sunnova in secondary market transactions. following bond price and prior to bond maturity (and are likely to do so on each exercise date for capped buy trades, which are expected to occur on each trading day during the 30-day scholarship starting on the 31stst scheduled trading day prior to the Maturity Date of the Notes, or after the termination of any portion of the Capped Purchase Transactions in connection with any redemption, redemption or early conversion of the Notes). Such activity could also cause or avoid an increase or decrease (or reduce the extent of any decrease or increase) in the market price of Sunnova Common Shares or the Notes, which could affect the ability of Noteholders to convert Notes and, to the extent that the activity occurs during an observation period related to a conversion of Notes, it could affect the amount and value of the consideration a Noteholder will receive upon conversion of his tickets.
Neither the Notes, nor the common shares of Sunnova issuable upon conversion of the Notes, have been and will not be registered under securities law or any state securities law and, unless unless so registered, such securities may not be offered or sold in the United States absent registration or an applicable exemption, or in any 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 does it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such jurisdiction.
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,” “will,” “could,” “ intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other terms or phrases that relate to Sunnova’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding expectations relating to the offering, use of proceeds of the offering and actions of the options counterparties and effects on the price of our common stock as a result thereof. 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 risks regarding Sunnova’s ability to forecast its business due to its limited operating history, the effects of the coronavirus pandemic on Sunnova’s business and operations, supply chain uncertainties, results of operating and financial condition, competition from Sunnova, changes in regulations applicable to Sunnova’s business, fluctuations in the solar market and home building markets, availability of capital, Sunnova’s ability to attract and retain dealers and customers and manage its relationships with dealers and strategic partners, the ability to successfully integrate the acquisition of SunStreet and Sunnova’s ability to implement its plans, forecasts and other expectations regarding SunStreet’s business and realize the expected benefits of the acquisition. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those described more fully in Sunnova’s filings with the Securities and Exchange Commission, including Sunnova’s Annual Report on Form 10-K for the year. ended December 31, 2021 and subsequent quarterly reports on Form 10-Q. The forward-looking statements contained 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.
Sunnova Energy International Inc. (NYSE: NOVA) is a leading energy-as-a-service (EaaS) provider with customers across the United States and its territories. Sunnova’s goal is to be the source of clean, affordable and reliable energy with a simple mission: to provide energy independence so homeowners have the freedom to live their lives uninterrupted.