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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): June 29, 2020 (June 26, 2020)

_______________________________________________________________________________
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) 985-9904
(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 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.


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: June 26, 2020 By: /s/ Walter A. Baker
Walter A. Baker
Executive Vice President, General Counsel and Secretary


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