0001104659-20-073413.txt : 20200615
0001104659-20-073413.hdr.sgml : 20200615
20200615163306
ACCESSION NUMBER: 0001104659-20-073413
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200609
FILED AS OF DATE: 20200615
DATE AS OF CHANGE: 20200615
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Newlight Partners LP
CENTRAL INDEX KEY: 0001782866
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38995
FILM NUMBER: 20963794
BUSINESS ADDRESS:
STREET 1: C/O NEWLIGHT PARTNERS LP
STREET 2: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 3473448399
MAIL ADDRESS:
STREET 1: C/O NEWLIGHT PARTNERS LP
STREET 2: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Newlight GP LLC
CENTRAL INDEX KEY: 0001782873
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38995
FILM NUMBER: 20963795
BUSINESS ADDRESS:
STREET 1: C/O NEWLIGHT PARTNERS LP
STREET 2: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 3473448399
MAIL ADDRESS:
STREET 1: C/O NEWLIGHT PARTNERS LP
STREET 2: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yadav Ravi
CENTRAL INDEX KEY: 0001782860
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38995
FILM NUMBER: 20963796
MAIL ADDRESS:
STREET 1: C/O NEWLIGHT PARTNERS LP
STREET 2: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WASSONG DAVID
CENTRAL INDEX KEY: 0001233188
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38995
FILM NUMBER: 20963797
MAIL ADDRESS:
STREET 1: C/O NEWLIGHT PARTNERS LP
STREET 2: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sunnova Energy International Inc.
CENTRAL INDEX KEY: 0001772695
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 20 EAST GREENWAY PLAZA, SUITE 540
CITY: HOUSTON
STATE: TX
ZIP: 77046
BUSINESS PHONE: (281) 985-9900
MAIL ADDRESS:
STREET 1: 20 EAST GREENWAY PLAZA, SUITE 540
CITY: HOUSTON
STATE: TX
ZIP: 77046
4
1
tm2021641d1_form4.xml
FORM 4
X0306
4
2020-06-09
0
0001772695
Sunnova Energy International Inc.
NOVA
0001782866
Newlight Partners LP
390 PARK AVENUE
NEW YORK
NY
10022
1
0
1
0
0001782873
Newlight GP LLC
C/O NEWLIGHT PARTNERS LP
390 PARK AVENUE
NEW YORK
NY
10022
0
0
1
0
0001782860
Yadav Ravi
C/O NEWLIGHT PARTNERS LP
390 PARK AVENUE
NEW YORK
NY
10022
0
0
1
0
0001233188
WASSONG DAVID
C/O NEWLIGHT PARTNERS LP
390 PARK AVENUE
NEW YORK
NY
10022
0
0
1
0
9.75% Convertible Senior Notes
13.50
2020-06-12
4
X
0
10000000
9575833
A
2020-05-14
2025-04-28
Common Stock
740741
40000000
D
Option (right to buy) 9.75% Convertible Senior Notes
13.50
2020-06-09
4
X
0
10000000
0
D
2020-05-14
2020-06-13
Common Stock
740741
0
D
Upon exercise of the Reporting Persons' conversion right under the 9.75% Convertible Senior Notes due 2025 ("Convertible Notes"), the Company, at its sole option, will have the right to deliver to the Reporting Persons either cash or common stock. As a result, the Reporting Persons disclaim beneficial ownership of the Convertible Notes and the option to purchase additional Convertible Notes (the "Option"), except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the Convertible Notes or the Option for any purpose.
The Convertible Notes were issued with original issue discount of 5%. The purchase price for the Convertible Notes issued upon exercise of the Option includes $75,833 of accrued interest.
On June 9, 2020, QSIP LP and SCI Partners LP exercised the Option. After exercising the Option, $39,920,000 of the Convertible Notes are held directly by QSIP LP and $80,000 of the Convertible Notes are held directly by SCI Partners LP. Pursuant to an investment management agreement, QSIP LP and certain of its affiliates have delegated sole voting and dispositive power over the Convertible Notes and the Option to Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP). The general partner of Newlight Partners LP is Newlight GP LLC (f/k/a Strategic Investments Group GP LLC). The sole members of Newlight GP LLC are Ravi Yadav and David Wassong.
Mark Longstreth, an employee of Newlight Partners LP (f/k/a Strategic Capital Investment Partners, LP) or one of its affiliates, serves on the Board of Directors of the Company (the "Board"). Solely for the purpose of Section 16 of the Exchange Act of 1934 (the "Exchange Act"), the Reporting Persons may be deemed to be directors-by-deputization as a result of the service of Mr. Longstreth on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interests in any and all of the shares underlying the Convertible Notes by the Reporting Persons as a result of or in connection with the transaction reported in this Form 4.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
NEWLIGHT PARTNERS LP, By: Newlight GP LLC, its general partner, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact
2020-06-15
NEWLIGHT GP LLC, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact
2020-06-15
RAVI YADAV, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact
2020-06-15
DAVID WASSONG, /s/ David Taylor Name: David Taylor, Title: Attorney-in-Fact
2020-06-15