DEBT AND FINANCING LEASE LIABILITIES |
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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DEBT AND FINANCING LEASE LIABILITIES | DEBT AND FINANCING LEASE LIABILITIES
Our debt and financing lease liabilities are comprised of the following:
Senior Secured Corporate Credit Facility
On January 23, 2025, we refinanced our term loan and revolving credit facility by entering into a sixth amended and restated senior secured credit agreement (“Restated Credit Agreement”) with the group of lenders thereto. The interest rate for borrowings is based on, at our option, either the Base Rate plus a margin of 0.75% to 1.75%, depending on our core leverage ratio; or the Term SOFR plus a margin of 1.75% to 2.75%, depending on our core leverage ratio. A commitment fee of between 0.25% and 0.375%, depending on our core leverage ratio, is payable quarterly on the undrawn portion of the revolver. As of March 31, 2025, the interest rates were 6.85% and 6.99% per annum for the term loan and revolving credit facility, respectively. At closing we paid $2,345 in lenders fees and debt issuance costs. Proceeds from this agreement in the amount of $180,000 and $13,000 were used to pay the balance of our revolving credit facility and the outstanding portion of the senior secured term loan, respectively, at closing.
The Restated Credit Agreement replaced and extended Ameresco's existing credit agreement dated March 4, 2022, and subsequently amended (the “Original Credit Agreement”). The Restated Credit Agreement refinanced the credit facilities under the Original Credit Agreement and replaced it with the following facilities:
•a $225,000 revolving credit facility, maturing on December 28, 2028, and
•a $100,000 term loan, maturing on December 28, 2028
The revolver may be increased by up to an additional $100,000 at Ameresco's option if lenders are willing to provide such increased commitments, subject to certain conditions.
Additional terms of the Restated Credit Agreement are as follows:
•the term loan requires quarterly principal payments of $1,250 starting March 31, 2025, with the balance due at maturity
•the revolving credit facility requires payment at maturity
•a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0
•a total funded debt to EBITDA of less than 3.5 to 1.0
April 2025 Senior Secured Notes, 6.72%, due September 30, 2045 and Term Shelf Note
On April 30, 2025 we entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes of $78,000 to finance a battery energy storage asset in development, with a maturity date of September 30, 2045, and a fixed interest rate of 6.72% per annum. Gross proceeds from the initial issuance on April 30, 2025 were $67,708 with the remainder to be issued on June 30, 2025. The agreement also includes a 20-year term $300,000 private shelf facility. As part of this transaction the company also signed a tax credit transfer agreement for the investment tax credits associated with the battery asset upon the battery achieving commercial operation.
August 2023, Construction Credit Facility, 8.33%, due December 15, 2027
During the three months ended March 31, 2025, we drew an additional $90,010 and at March 31, 2025, $375,566 was outstanding under this facility, net of unamortized debt discount and issuance costs.
June 2020, Construction Credit Facility, 6.08%, due March 2026
During the three months ended March 31, 2025, we entered into an amendment to extend this revolver, and the current maturity date is March 2026.
During the three months ended March 31, 2025, there were no additional draw downs and as of March 31, 2025, $20,696 was outstanding and $79,304 was available for borrowing.
Other Financing Facilities
These facilities are accounted for as failed sale-leasebacks and are classified as long-term financing facilities.
August 2018 Master Sale-leaseback
We enter into amendments to our August 2018 master lease and participation agreement from time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the three months ended March 31, 2025, we entered into an amended and restated participation agreement which extended the participation date from March 31, 2025 to March 31, 2026.
We sold and leased back two energy assets for $9,486 in cash proceeds under this facility during the three months ended March 31, 2025.
December 2020 Master Sale-leaseback
We enter into amendments to our December 2020 master lease and participation agreement from time to time, which may extend the maturity date, increase the availability, or modify other covenants. As of March 31, 2025, we were in default under this agreement as we had failed to satisfy the historical coverage ratio under this agreement. On May 5, 2025, we received a waiver of this default.
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