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Item 1.01
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On July 1, 2020, Sunnova Energy International Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, certain Selling Stockholders (as defined below) and J.P. Morgan Securities LLC, BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto (the “Underwriters”), providing for the offer and sale (the “Offering”) by certain of the existing stockholders of the Company (collectively, the “Selling Stockholders”) of 6,076,890 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a price to the public of $16.50 per share, consisting of (i) 5,300,000 outstanding shares of Common Stock of the Company held by certain of the Selling Stockholders, and (ii) 776,890 shares of Common Stock of the Company issued to certain of the Selling Stockholders upon conversion of $10,359,000.00 aggregate principal amount of the Company’s 9.75% convertible senior notes due 2025. Certain of the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 911,533 shares of Common Stock and on July 1, 2020, the Underwriters notified those certain Selling Stockholders that they had exercised their option in full to purchase an additional 911,533 shares of Common Stock in the Offering. The Company will not receive any proceeds from the Offering.
The material terms of the Offering are described in the prospectus, dated July 1, 2020 (the “Prospectus”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on July 2, 2020 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1 (File No. 333-239518).
The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Company and the Selling Stockholders each have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.
As more fully described in the Prospectus, certain of the Underwriters and their affiliates have provided in the past to the Company and its affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Company and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the Underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in the Company’s debt or equity securities or loans, and may do so in the future.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.