Sunnova Energy International, Inc. (“Sunnova”) (NYSE: NOVA)
today announced that it intends to offer, subject to market
conditions, $500 million aggregate principal amount of convertible
senior notes due 2026 (the “notes”) in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). Sunnova
also intends to grant the initial purchasers of the notes the
option to purchase up to an additional $75 million aggregate
principal amount of the notes within a 13-day period beginning on,
and including, the date on which the notes are first issued.
The notes will be senior, unsecured obligations of Sunnova and
will accrue interest payable semiannually in arrears on June 1 and
December 1 of each year, beginning on December 1, 2021. The notes
will mature on December 1, 2026, unless earlier converted, redeemed
or repurchased. The notes will be convertible into cash, shares of
Sunnova’s common stock, par value $0.0001, or a combination of cash
and shares of Sunnova’s common stock, at Sunnova’s election. The
interest rate, initial conversion rate and other terms of the notes
will be determined at the time of pricing of the offering.
Sunnova intends to allocate a portion of the net proceeds from
the offering to repay outstanding debt, for other general corporate
purposes, and to finance or refinance, in whole or in part,
recently completed, pending or future Eligible Green Projects.
“Eligible Green Projects” include expenditures for renewable energy
and energy efficiency. Pending the allocation of any amounts to any
Eligible Green Project, we will temporarily hold the allocated
proceeds for Eligible Green Projects, at our own discretion, in
cash or cash equivalents or other short-term marketable
instruments, or repay existing indebtedness, consistent with our
investment policy and capital allocation framework. In addition,
Sunnova intends to use a portion of the net proceeds from the
offering to pay the cost of the capped call transactions described
below.
In connection with the pricing of the notes, Sunnova expects to
enter into capped call transactions (the “capped call
transactions”) with one or more of the initial purchasers or their
respective affiliates and/or other financial institutions (the
“option counterparties”). The capped call transactions are expected
generally to reduce the potential dilution to Sunnova’s common
stock upon any conversion of notes and/or offset any cash payments
Sunnova is required to make in excess of the principal amount of
converted notes, as the case may be, with such reduction and/or
offset subject to a cap. If the initial purchasers exercise their
option to purchase additional notes, Sunnova expects to enter into
additional capped call transactions with the option
counterparties.
In connection with establishing their initial hedge of the
capped call transactions, Sunnova expects the option counterparties
or their respective affiliates to purchase shares of Sunnova’s
common stock and/or enter into various derivative transactions with
respect to Sunnova’s common stock concurrently with or shortly
after the pricing of the notes. These activities could increase (or
reduce the size of any decrease in) the market price of Sunnova’s
common stock or the notes at that time.
In addition, the option counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Sunnova’s common
stock and/or purchasing or selling Sunnova’s common stock or other
securities of Sunnova in secondary market transactions following
the pricing of the notes and prior to the maturity of the notes
(and are likely to do so on each exercise date for the capped call
transactions, which are expected to occur on each trading day
during the 30 trading day period beginning on the 31st scheduled
trading day prior to the maturity date of the notes, or following
any termination of any portion of the capped call transactions in
connection with any repurchase, redemption or early conversion of
the notes). This activity could also cause or avoid an increase or
a decrease in the market price of Sunnova’s common stock or the
notes, which could affect the ability of noteholders to convert the
notes and, to the extent the activity occurs during any observation
period related to a conversion of notes, it could affect the amount
and value of the consideration that a noteholder will receive upon
conversion of its notes.
Neither the notes, nor any shares of Sunnova’s common stock
issuable upon conversion of the notes, have been, nor will be,
registered under the Securities Act or any state securities laws
and, unless so registered, such securities 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,” “expect,” “plan,” “anticipate,” “going
to,” “could,” “intend,” “target,” “project,” “contemplates,”
“believe,” “estimate,” “predict,” “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 risks regarding our
ability to forecast our business due to our limited operating
history, the effects of the coronavirus pandemic on our business
and operations, results of operations and financial position, our
competition, fluctuations in the solar and home-building markets,
availability of capital, our ability to attract and retain dealers
and customers and our 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 SEC, including our
Annual Report on Form 10-K for the year ended December 31, 2020 and
our Quarterly Report on Form 10-Q for the quarter ended March 31,
2021. 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
residential solar and energy storage service 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 homeowners
have the freedom to live life uninterrupted®.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210517005452/en/
Investor Relations: Rodney McMahan, Vice President
Investor Relations IR@sunnova.com 281.971.3323
MEDIA CONTACT Alina Eprimian, Media Relations Manager
Alina.eprimian@sunnova.com
Sunnova Energy (NYSE:NOVA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Sunnova Energy (NYSE:NOVA)
Historical Stock Chart
From Apr 2023 to Apr 2024