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Sunnova Energy International Inc. (hereinafter referred to as “Sunnova”) (New York Stock Exchange:New star) Announced today that in accordance with the Securities Act of 1933 (revised edition), under the 144A Rule, a private placement of 0.25% convertible senior notes with a total principal amount of 0.25% to qualified institutional purchasers with a total principal amount of US$500 million (“Securities behavior”). Sunnova also granted the initial purchaser of the bond the right to purchase the bond principal with a total amount of not more than 75 million U.S. dollars within 13 days from the date of initial issuance (including the first issuance date). According to customary closing conditions, the sale of the note is expected to end on May 20, 2021.
These notes will be Sunnova’s senior unsecured debt and will bear cash interest at an annual interest rate of 0.25% on May 20, 2021, starting from December 1, 2021, on June 1 and 12 of each year. Pay on the 1st of the month. On December 1, 2026, unless converted in advance, repurchased or redeemed. The initial conversion rate will be 28.9184 shares of Sunnova common stock, with a face value of US$0.0001 per US$1,000 principal (equivalent to an initial conversion price of approximately US$34.58 per share of Sunnova common stock). At the time of the Sunnova election, these notes will be converted into cash, Sunnova common stock or a combination of cash and Sunnova common stock.
Sunnova will not be able to redeem these bonds before June 5, 2024. If the last reported sale price of Sunnova’s common stock is at least 130% of the bond, then Sunnova can redeem these bonds on or after June 5, 2024. Then, during the 30 consecutive trading days (including the last trading day of the period) immediately before the trading day (including that day) of the date provided by Sunnova, the conversion price is valid for at least 20 trading days (whether continuous or not). In the notice of redemption, the redemption price is equal to 100% of the principal of the note to be redeemed, plus accrued and unpaid interest (if any), but not included in the redemption date.
If a “fundamental change” (as defined in the contract of the note) occurs at any time before the expiry date, the note holder may require Sunnova to repurchase all or part of the note’s cash at a price equivalent to the repurchase price. 100% of the principal of the note to be repurchased, plus accrued and unpaid interest (if any), up to (not including) the repurchase date. In addition, after certain corporate events or when Sunnova issues a redemption notice, Sunnova will in certain circumstances increase the conversion rate of holders who convert their notes in connection with such corporate events or redemption notices.
Sunnova estimates that the net proceeds from the issuance will be approximately US$487.1 million (or US$560.2 million if the initial purchaser exercises its option to purchase all the notes), after deducting the initial purchaser’s discount and the estimated issuance fee payable by Sunnova . Sunnova plans to use part of the net proceeds from the issuance to repay outstanding debts for other general corporate purposes, as well as to provide full or partial financing or refinancing for all or part of the recently completed, pending or future qualified green projects. “Eligible green projects” include expenditures on renewable energy and energy efficiency. Before allocating any amount to any eligible green projects, we will decide on our own to temporarily retain cash or cash equivalents or other short-term tradable instruments as the income allocated by eligible green projects, or repay existing debts consistent with us Investment policy and capital allocation framework. In addition, Sunnova plans to use USD 79.7 million of the net income to cover the fees of the capped transactions described below.
Regarding the pricing of the notes, Sunnova entered into cap purchase transactions (“cap purchase transactions”) with certain initial purchasers or their respective affiliates (“option counterparties”). Generally, capped subscription transactions usually reduce the potential dilution of Sunnova’s common stock at the time of the note conversion, and/or offset the cash payment that Sunnova needs to pay in excess of the principal of the converted note (as the case may be), such reduction and/ Or the upper limit of offset is the initial $60,00 (a 125.6% premium to the latest reported trading price of Sunnova common stock on the New York Stock Exchange on May 17, 2021), but according to the terms of the upper limit transaction. If the initial purchaser exercises the option to purchase additional notes, Sunnova hopes to conduct additional capped call options transactions with options counterparties.
In order to establish an initial hedging for price-limit call transactions, Sunnova hopes that option counterparties or their respective affiliates will purchase Sunnova common stock and/or conduct various derivative transactions on Sunnova common stock at the same time or shortly thereafter. notes. This activity may increase (or decrease the magnitude of the decline) the market price of Sunnova’s common stock or notes at the time.
In addition, option counterparties or their respective affiliated companies may enter into or dissolve various derivative products related to Sunnova common stock and/or purchase or sell Sunnova common stock or other Sunnova securities after pricing in accordance with secondary market transactions. Its hedge position.Bills and bills before the expiry date (and may be traded on each exercise day of a capped call option transaction, which is expected to occur on each trading day in the 30-day observation period starting on the 31stYingshi The scheduled trading day before the maturity date of the bill, or the scheduled trading day after the termination of any part of the capped subscription transaction related to any repurchase, redemption or early conversion of the bill). This activity may also cause or prevent the market price of Sunnova common stock or notes from rising or falling, which may affect the ability of note holders to convert notes, and to a certain extent involves the occurrence of the event during the observation period related to securities trading . The conversion of bills may affect the amount and value of the consideration that the holders of the bill will receive when they convert their bills.
The notes and the Sunnova common stocks that can be issued after the notes have not been registered or will not be registered under the Securities Act or any state securities laws, and unless such registrations are made, they may not be sold or sold in the securities. Class securities. The United States has not registered or obtained corresponding exemptions under the registration requirements of the Securities Act and other applicable securities laws, or has not obtained this permission in transactions that are not subject to the Act.
This press release is neither an offer to purchase nor an offer to purchase any securities, nor does it constitute an offer, offer or sale in any jurisdiction that was illegal before the offer, offer or sale. Registration or qualification determination under the securities laws of any such jurisdiction.
Forward-looking statements
This press release contains forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. 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 such things as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “dying soon”, “may”, etc. Words. “Intention”, “Objective”, “Project”, “Intention”, “Believe”, “Estimate”, “Forecast”, “Potential” or “Continue” or these words or other similar terms involving Sunnova or expressed negative expectations , Strategy, priority, plan or intention. The forward-looking statements in this press release include, but are not limited to, statements regarding expectations related to the offering, the use of the proceeds of the offering, the actions of option counterparties, and the impact on the price of our common stock. result. Sunnova’s expectations and beliefs on these issues may not be realized, and the actual results in the future period will be affected by risks and uncertainties, which may lead to significant differences between actual results and expected results, including due to our limited operating history. The risks that lead us to predict our business capabilities, the impact of the coronavirus pandemic on our business and operations, operations and financial conditions, our competition, fluctuations in the solar and home construction markets, availability of funds, attracting and retaining dealers and customers, and Our distributors and distributors are capable of strategic partnerships. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including the risks and uncertainties described more fully in Sunnova’s filings with the U.S. Securities and Exchange Commission, including ours as of December 31, 2020 The annual report on Form 10-K and the 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 of publication. Sunnova does not undertake to update any Obligation of forward-looking statements. , Unless required by law.
About Xinnuo
Sunnova Energy International Inc. (New York Stock Exchange:New star) Is a leading provider of residential solar and energy storage services, with customers all over the United States and its regions. Sunnova’s goal is to become a clean, affordable and reliable source of energy through a simple mission: to enhance energy independence and enable homeowners to live freely without interference.®.
View the source code version on businesswire.com: https://www.businesswire.com/news/home/20210517006025/en/
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