Quarterly report pursuant to Section 13 or 15(d)

Debt and Financing Lease Liabilities

v3.23.2
Debt and Financing Lease Liabilities
 6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Debt and Financing Lease Liabilities DEBT AND FINANCING LEASE LIABILITIES
Our debt and financing lease liabilities are comprised of the following:
June 30, 2023 December 31, 2022
Senior secured revolving credit facility (1)
$ 102,900  $ 182,900 
Senior secured term loans 295,000  295,000 
Non-recourse construction revolvers (4)
127,457  45,391 
Non-recourse term loans (4)
377,468  255,403 
Non-recourse long-term financing facilities (2)
201,836  120,923 
Non-recourse financing lease liabilities (3)
15,135  16,060 
Non-recourse project financing (5)
18,680  — 
Total debt and financing lease liabilities 1,138,476  915,677 
Less: current maturities 332,999  331,479 
Less: unamortized discount and debt issuance costs 21,211  15,563 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs $ 784,266  $ 568,635 
(1) At June 30, 2023, funds of $20,710 were available for borrowing under this facility.
(2) These facilities are accounted for as failed sale leasebacks and are classified as long-term financing facilities. See Note 7 for additional disclosures.
(3) Financing lease liabilities are sale-leaseback arrangements under previous guidance. See Note 7 for additional disclosures.
(4) Most of these agreements are now using the Secured Overnight Financing Rate (“SOFR”) as the primary reference rate used to calculate interest.
(5) Debt acquired in connection with the acquisition of Enerqos. See Note 4 for additional information.

Senior Secured Credit Facility - Revolver and Term Loans
On March 17, 2023, we entered into amendment number two to the fifth amended and restated senior secured credit facility with five banks to increase the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 4.00 for the quarters ending March 31, 2023 and June 30, 2023, and 3.5 thereafter.
Non-recourse Term Shelf Notes, 5.99%, due December 31, 2047
On March 28, 2023, three senior secured notes (“Shelf Notes”) due December 31, 2047 were issued under our shelf facility, with gross proceeds of $22,625. The Shelf Notes bear interest at a fixed rate of 5.99% per annum and are payable quarterly commencing June 30, 2023. At closing, we incurred $282 in lender fees and debt issuance costs. In connection with the Shelf Notes, we recorded a derivative instrument for make-whole provisions with an initial value of $3,123, which was recorded as a debt discount.
Non-recourse Variable Rate Term Loan, 6.38%, due March 28, 2028
On March 30, 2023, we entered into an amended and restated financing agreement (“Amended Agreement”) with the existing bank that extended the maturity date of the loan from March 30, 2023 to March 28, 2028. The Amended Agreement consists of a term loan of $14,084, an incremental term loan of $359 and a letter of credit of $899. The term loan bears interest at a variable rate, with interest payments due in quarterly installments. The rate at March 31, 2023 was 6.38% per annum. The remaining principal balance and unpaid interest is due March 28, 2028. As a result of this refinancing, we entered into a new interest rate swap contract with an initial notional amount of $14,084 and termination date of December 31, 2040. See Note 12 Derivative Instruments and Hedging Activities for additional information on this new swap contract.
Non-recourse Fixed Rate Note, 6.38%, due May 2038 (formerly 6.50%, due October 2037)
On March 31, 2023, we drew down $30,000 under this facility and on May 31, 2023, we entered into the first amendment to the loan agreement that increased the original commitment of $125,000 by an additional $90,000 to $215,000 and at closing we drew down the $90,000. As of June 30, 2023, $204,891 was outstanding under this facility, net of unamortized debt discount and issuance costs.
The first amendment also contained the following amended terms:
•The loan bears interest on the unpaid principal amount thereof from the date made through repayment at an interest rate of 6.38% per annum compared to the original rate of 6.50%.
•The loan maturity date was changed from October 26, 2037 to May 31, 2038

Non-recourse Construction Credit Facility, 2.00%
On March 31, 2023, we entered into a credit agreement for a construction facility with a total commitment of CAD$100,000 which has an availability period of five years. As of June 30, 2023, no funds were drawn under this facility. During the availability period the loans will bear interest at a fixed rate of 2.00% and during the operating period the rate will range from 1.00% to 3.00% as set forth in the agreement. The maturity date is the earlier of twenty years from project commencement date or one year prior to the termination date of the last remaining energy services agreements.
Non-recourse Construction Credit Facility, 6.54%, due July 31, 2024
On April 18, 2023, one of our consolidated joint venture subsidiaries (“JV”) entered into a construction loan agreement with two lenders for a principal amount of up to $140,844 under a non-recourse credit facility. At the closing, the JV drew down $90,921 for construction of an energy asset and drew down an additional $15,113 in May and June 2023.
Monthly payments of interest only on the loan will be due and payable in accordance with the provisions as set forth in the agreement. Any outstanding principal of the loan shall be paid in full no later than the maturity date (or in any event upon acceleration of the loan), together with all accrued and unpaid interest on such amount. The loan will be repaid after the energy asset project achieves provisional acceptance, through a sale-leaseback financing under lease agreements to be entered into between the same parties, the form of which were included in the closing documents.