DEBT

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

DEBT

DEBT

The following table summarizes the Company’s outstanding debt:

		December 31, 2023				March 31, 2024
	Maturity	Amount (in millions)		Effective Interest Rate		Amount (in millions)		Effective Interest Rate
2026 Notes	2026	$	1,250	12.0	%	$	1,250	12.0	%
2029 Green Convertible Notes	2029	1,500		4.9	%	1,500		4.9	%
2030 Green Convertible Notes	2030	1,725		3.8	%	1,725		3.8	%
Total long-term debt		4,475				4,475
Less unamortized discount and debt issuance costs		(44)				(42)
Long-term debt, less unamortized discount and debt issuance costs		4,431				4,433
Less current portion		—				—
Total long-term debt, less current portion		$	4,431			$	4,433

ABL Facility

In April 2023, the Company amended and restated the credit agreement governing the ABL Facility. Availability under the ABL Facility is based on the lesser of the borrowing base and the committed $1,500 million cap and reduced by borrowings and the issuance of letters of credit.

As of March 31, 2024, the Company had no borrowings under the ABL Facility and $305 million of letters of credit outstanding, resulting in availability under the ABL Facility of $1,195 million after giving effect to the borrowing base and the outstanding letters of credit. As of March 31, 2024, the Company was in compliance with all covenants required by the ABL Facility.

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, 2024, the interest rate payable on the 2026 Notes was 11.5%, and the Company was in compliance with all covenants required by the 2026 Notes.

The 2026 Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2023 and March 31, 2024, the fair value of the 2026 Notes was $1,250 million and $1,271 million, respectively.

Green Convertible Notes

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 of 1933, as amended (“Securities Act”). 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.

The 2029 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2023 and March 31, 2024, the fair value of the 2029 Green Convertible Notes was $2,110 million and $1,241 million, respectively.

2030 Green Convertible Notes

In October 2023, the Company issued $1,725 million principal amount of the 2030 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 2030 Green Convertible Notes accrue interest at a rate of 3.625% per annum, payable semi-annually in arrears on April 15 and October 15.

The 2030 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2023 and March 31, 2024, the fair value of the 2030 Green Convertible Notes was $2,121 million and $1,213 million, respectively.

The Company intends to use the net proceeds from the 2029 Green Convertible Notes and 2030 Green Convertible Notes (together the “Green Convertible Notes”) 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 green financing framework.