DEBT

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

DEBT

DEBT

The following table summarizes the Company’s outstanding debt (in millions):

		December 31, 2022				March 31, 2023
	Maturity	Amount (in millions)		Effective Interest Rate		Amount (in millions)		Effective Interest Rate
2026 Notes	2026	$	1,250	11.3	%	$	1,250	10.6	%
2029 Green Convertible Notes	2029	—		—		1,500		4.9	%
Total long term debt		1,250				2,750
Less unamortized discount and debt issuance costs		(19)				(34)
Long-term debt, less unamortized discount and debt issuance costs		1,231				2,716
Less: Current portion		—				—
Total long-term debt, less current portion		$	1,231			$	2,716

ABL Facility

In May 2021, the Company entered into an ABL Facility with a syndicate of banks that may be used for general corporate purposes. Availability under the ABL Facility was based on the lesser of the borrowing base and the committed $750 million cap and was reduced by borrowings and the issuance of letters of credit.

As of March 31, 2023, the Company had no borrowings under the ABL Facility and $383 million of letters of credit outstanding, resulting in availability under the ABL Facility of $367 million after giving effect to the borrowing base and the outstanding letters of credit. As of March 31, 2023, the Company was in compliance with all covenants required by the ABL Facility.

In April 2023, the Company amended and restated the credit agreement governing the ABL Facility. This amendment doubled the revolving commitment to $1,500 million, increased the letter of credit sub-limit from $500 million to $1,000 million, extended the maturity to the earlier of April 19, 2028 and 91 days prior to maturity of certain debt exceeding $200 million, expanded eligibility of assets in the borrowing base allowing for the release of restricted cash, modified the interest rate benchmark to Secured Overnight Financing Rate plus 0.10% credit spread adjustment, and changed the commitment fee to between 0.20% and 0.25%. After the amendment, the Company had availability under the ABL Facility of $753 million after giving effect to the borrowing base and the outstanding letters of credit.

2026 Notes

In October 2021, the Company issued $1,250 million aggregate principal amount of senior secured floating rate notes due October 2026 (the “2026 Notes”) to certain new and existing investors of the Company. As of March 31, 2023, the Company was in compliance with all covenants required by the 2026 Notes, and the contractual interest rate was 10.1%.

The 2026 Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices in markets that are not active. As of December 31, 2022 and March 31, 2023, the fair value of the 2026 Notes was $1,216 million and $1,233 million, respectively.

2029 Green Convertible Notes

In March 2023, the Company issued $1,500 million principal amount of green convertible unsecured senior notes due March 2029 (the “2029 Green Convertible Notes”) at a discount of $15 million in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2029 Green Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated March 10, 2023, between the Company and U.S. Bank Trust Company, National Association. The Company intends to allocate the net proceedings from the offering to finance, refinance, or make direct investments in, in whole or in part, one or more new or existing eligible green projects, as described in the Company’s newly established green financing framework. The 2029 Green Convertible Notes accrue interest at a rate of 4.625% per annum, payable semi-annually in arrears on March 15 and September 15.

Before December 15, 2028, the 2029 Green Convertible Notes are convertible at the option of the noteholders only upon the occurrence of certain events. From and after December 15, 2028, the 2029 Green Convertible Notes are convertible at any time at the noteholders’ election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. The initial conversion rate is 49.6771 shares of common stock per $1,000 principal amount of 2029 Green Convertible Notes, which represents an initial conversion price of approximately $20.13 per share of the Company’s Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

The 2029 Green Convertible Notes are redeemable in whole or in part (subject to certain limitations) at the Company’s option at any time on or after March 20, 2026 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price for a specified period of time. If certain events that constitute a Fundamental Change (as defined by the Indenture) for the 2029 Green Convertible Notes occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their notes for cash. The cash repurchase price is equal to the principal amount of the notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The 2029 Green Convertible Notes contain a number of customary covenants.

The 2029 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices in markets that are not active. As of March 31, 2023, the fair value of the 2029 Green Convertible Notes was $1,575 million.