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Debt
6 Months Ended
Jun. 30, 2015
Debt Disclosure [Abstract]  
Debt

8.

Debt

As of June 30, 2015, debt consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unused

 

 

Annual

 

 

 

 

 

 

 

 

Carrying Values, net of

 

 

Borrowing

 

 

Contractual

 

Interest

 

 

Maturity

 

 

debt discount

 

 

Capacity

 

 

Interest Rate

 

Rate

 

 

Date

 

 

Current

 

 

Long Term

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Recourse debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank line of credit

 

$

 

 

$

140,024

 

 

$

140,024

 

 

$

44,630

 

 

LIBOR + 3.25%

 

 

3.69

%

 

April 2018

Total recourse debt

 

$

 

 

$

140,024

 

 

$

140,024

 

 

$

44,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recourse debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Syndicated term loans

 

 

738

 

 

 

133,395

 

 

 

134,133

 

 

 

23,000

 

 

LIBOR + 2.75% - Term A

 

 

3.03

%

 

December 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIBOR + 5.00% - Term B

 

 

6.00

%

 

December 2021

Bank term loans

 

 

1,086

 

 

 

31,133

 

 

 

32,219

 

 

 

 

 

6.25%

 

 

6.25

%

 

April 2022

Note payable

 

 

 

 

 

31,346

 

 

 

31,346

 

 

 

 

 

12.00%

 

 

12.00

%

 

December 2018

Total non-recourse debt

 

 

1,824

 

 

 

195,874

 

 

 

197,698

 

 

 

18,000

 

 

 

 

 

 

 

 

 

Total debt

 

$

1,824

 

 

$

335,898

 

 

$

337,722

 

 

$

62,630

 

 

 

 

 

 

 

 

 

 

As of December 31, 2014, debt consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unused

 

 

Annual

 

 

 

 

 

 

 

 

Carrying Values, net of

 

 

Borrowing

 

 

Contractual

 

Interest

 

 

Maturity

 

 

debt discount

 

 

Capacity

 

 

Interest Rate

 

Rate

 

 

Date

 

 

Current

 

 

Long Term

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Recourse debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank line of credit

 

$

 

 

$

48,597

 

 

$

48,597

 

 

$

 

 

Prime rate + 1.00%

 

 

4.25

%

 

December 2016

Total recourse debt

 

$

 

 

$

48,597

 

 

$

48,597

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recourse debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-bank term loans

 

 

207

 

 

 

2,931

 

 

 

3,138

 

 

 

 

 

9.08%

 

 

9.08

%

 

December 2024

Syndicated term loans

 

 

958

 

 

 

123,613

 

 

 

124,571

 

 

 

5,000

 

 

LIBOR + 2.75% - Term A

 

 

3.01

%

 

December 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIBOR + 5.00% - Term B

 

 

6.00

%

 

December 2021

Bank term loans

 

 

1,437

 

 

 

31,945

 

 

 

33,382

 

 

 

 

 

6.25%

 

 

6.25

%

 

April 2022

Note payable

 

 

 

 

 

29,563

 

 

 

29,563

 

 

 

 

 

12.00%

 

 

12.00

%

 

December 2018

Total non-recourse debt

 

 

2,602

 

 

 

188,052

 

 

 

190,654

 

 

 

5,000

 

 

 

 

 

 

 

 

 

Total debt

 

$

2,602

 

 

$

236,649

 

 

$

239,251

 

 

$

5,000

 

 

 

 

 

 

 

 

 

 

Bank Line of Credit

In December 2014, the Company entered into credit facility agreements with a syndicate of banks to borrow amounts that were used to pay off an existing line of credit, and obtain funding for working capital and general corporate purposes. The credit facility agreements had a $50.0 million committed facility which included a $1.0 million letter of credit sub-facility. On April 1, 2015, the Company paid off the unpaid balance of $49.7 million under the credit facility agreements, which included accrued interest and other fees, and terminated the facility.     

In April 2015, the Company entered into a new syndicated working capital facility with banks for a total commitment of up to $205.0 million, of which $187.0 million was available to be drawn at the closing date. The Company drew down $80.0 million at the closing date and used $49.7 million of the debt proceeds to fully repay the December 2014 credit facility plus accrued interest and other fees and the remaining amount was available for general corporate purposes. The working capital facility is secured by substantially all of the unencumbered assets of the Company as well as ownership interests in certain subsidiaries of the Company.

Under the terms of the new working capital facility, the Company is required to meet various restrictive covenants, including meeting certain reporting requirements, such as the completion and presentation of audited consolidated financial statements. The Company is also required to maintain minimum unencumbered liquidity of at least $25.0 million in the aggregate as of the last day of each calendar month. The Company is further required to maintain a modified interest coverage ratio of 2.00:1.00 or greater, measured quarterly as of the last day of each quarter.  The Company was in compliance with all debt covenants as of June 30, 2015.

Non-Bank Term Loans

In 2013, a subsidiary of the Company entered into an agreement with a non-bank lender for a term loan with an aggregate amount of up to $119.5 million. The proceeds of this term loan were principally used to finance the design, procurement, and installation of solar systems. The loan is collateralized by the assets and related cash flows of the borrower subsidiary and is non-recourse to our other assets.

In April 2015, the Company paid $3.5 million to repay the remaining outstanding balance of the non-bank term loan and incurred a loss on extinguishment charge of $0.4 million, which is recorded in non-operating loss from ordinary operations on our statement of operations.

Syndicated Credit Facilities

In December 2014, subsidiaries of the Company entered into secured credit facilities agreements with a syndicate of banks for up to $195.4 million in committed facilities. These facilities include a $158.5 million senior term loan (“Term Loan A”) and a $24.0 million subordinated term loan (“Term Loan B”). In addition, the credit facilities also include a $5.0 million working capital revolver commitment and a $7.9 million senior secured revolving letter of credit facility which draws are solely for the purpose of satisfying the required debt service reserve amount if necessary. Term Loan A, the working capital revolver and the letter of credit bear interest at a rate of LIBOR + 2.75% with a 25 basis point step up triggered on the fourth anniversary. Term Loan B bears interest at rate of LIBOR + 5.00% with a LIBOR floor of not less than 1.00%. Prepayments are permitted under Term Loan A at par without premium or penalty, and under Term Loan B prepayment penalties range from 0%-2%, depending on the timing of the prepayment. The principal and accrued interest on any outstanding loans mature on December 31, 2021. The proceeds of these facilities were used to pay off certain non-bank term loans of $94.4 million and to fund general corporate needs.

At inception of the credit facilities, one of the Company’s subsidiaries is the borrower under the Term Loan A agreement and another of the Company’s subsidiaries is the borrower under the Term Loan B agreement. All obligations under the Term Loan A, working capital revolver and letter of credit are collateralized by the subsidiary borrower’s membership interests and assets in the Company’s investment Funds. All obligations under the Term Loan B are collateralized by the membership interest in the subsidiary borrower. The credit facilities also contain certain provisions in the event of default, which entitle lenders to take actions, including acceleration of amounts due under the credit facilities and acquisition of membership interests and assets that are pledged to the lenders under the terms of the credit facilities.

The Company is required to maintain certain financial measurements and reporting covenants under the terms of the credit facilities. At June 30, 2015, the Company was in compliance with the credit facility covenants.

Bank Term Loan

In December 2013, a subsidiary of the Company entered into an agreement with a bank for a term loan of $38.0 million. The proceeds of this term loan were distributed to the members of this subsidiary, including the Company. The loan is secured by the assets and related cash flow of this subsidiary and is nonrecourse to the Company’s other assets. The Company was in compliance with all debt covenants as of June 30, 2015.

Notes Payable

In December 2013, a subsidiary of the Company entered into a Note Purchase Agreement with an investor for the issuance of senior notes in exchange for proceeds of $27.2 million. The loan proceeds were distributed to the Company for general corporate purposes. On the last business day of each quarter, commencing with March 31, 2014, to the extent the Company’s subsidiary has insufficient funds to pay the full amount of the stated interest of the outstanding loan balance, a PIK interest rate of 12% is accrued and added to the outstanding balance. As of June 30, 2015 and December 31, 2014, the portion of the outstanding loan balance that related to PIK interest was $4.6 million and $2.9 million, respectively. The senior notes are secured by the assets and related cash flows of certain of the Company’s subsidiaries and are nonrecourse to the Company’s other assets. The entire outstanding principal balance is payable in full on the maturity date. The Company was in compliance with all debt covenants as of June 30, 2015.