Sunnova Announces Pricing of Offering of $500 Million of 0.25% Convertible Senior Notes

Sunnova Energy International Inc. (“Sunnova”) (NYSE: NOVA) today announced the pricing of $500 million aggregate principal amount of 0.25% 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 granted 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 sale of the notes is expected to close on May 20, 2021, subject to customary closing conditions.

The notes will be senior, unsecured obligations of Sunnova and will bear cash interest from May 20, 2021 at an annual rate of 0.25% payable 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, repurchased or redeemed. The initial conversion rate will be 28.9184 shares of Sunnova’s common stock, par value $0.0001, per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $34.58 per share of Sunnova’s common stock). The notes will be convertible into cash, shares of Sunnova’s common stock or a combination of cash and shares of Sunnova’s common stock, at Sunnova’s election.

Sunnova will not be able to redeem the notes prior to June 5, 2024. On or after June 5, 2024, Sunnova may redeem the notes at its option if the last reported sale price of Sunnova’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on and including the trading 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, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If a “fundamental change” (as defined in the indenture governing the notes) occurs at any time prior to the maturity date, holders of the notes may require Sunnova to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. In addition, following certain corporate events or if Sunnova issues a notice of redemption, Sunnova will, under certain circumstances, increase the conversion rate for holders who convert their notes in connection with such corporate event or notice of redemption.