Debt and Credit Sources

3 Months Ended

Apr. 04, 2021

DEBT AND CREDIT SOURCES

The following table summarizes our outstanding debt on our condensed consolidated balance sheets:


	April 4, 2021								January 3, 2021
(In thousands)	Face Value		Short-term		Long-term		Total		Face Value		Short-term		Long-term		Total
Convertible debt:
0.875% debentures due 2021	$	62,484	$	62,456	$	—	$	62,456	$	62,634	$	62,531	$	—	$	62,531
4.00% debentures due 2023	424,995		—		422,749		422,749		425,000		—		422,443		422,443
CEDA loan	30,000		29,616		—		29,616		30,000		—		29,219		29,219
Non-recourse financing and other debt	153,195		65,108		86,456		151,564		126,283		97,059		27,228		124,287
	$	670,674	$	157,180	$	509,205	$	666,385	$	643,917	$	159,590	$	478,890	$	638,480

As of April 4, 2021, the aggregate future contractual maturities of our outstanding debt, at face value, were as follows:


(In thousands)	Fiscal 2021 (remaining nine months)		Fiscal 2022		Fiscal 2023		Fiscal 2024		Fiscal 2025		Thereafter		Total
Aggregate future maturities of outstanding debt	$	126,417	$	13,153	$	425,729	$	69,833	$	817	$	32,402	$	668,351

Convertible Debt

The following table summarizes our outstanding convertible debt:


	April 4, 2021						January 3, 2021
(In thousands)	Carrying Value		Face Value		Fair Value1		Carrying Value		Face Value		Fair Value1
Convertible debt:
0.875% debentures due 2021	$	62,456	$	62,484	$	64,065	$	62,531	$	62,634	$	64,018
4.00% debentures due 2023	422,749		424,995		652,750		422,443		425,000		549,398
	$	485,205	$	487,479	$	716,815	$	484,974	$	487,634	$	613,416

1 The fair value of the convertible debt was determined using Level 2 inputs based on quarterly market prices as reported by an independent pricing source.

Our outstanding convertible debentures are senior, unsecured obligations ranking equally with all of our existing and future senior unsecured indebtedness.

Loan Agreement with California Enterprise Development Authority ("CEDA")

In 2010, we borrowed the proceeds of the $30.0 million aggregate principal amount of CEDA's tax-exempt Recovery Zone Facility Revenue Bonds (SunPower Corporation - Headquarters Project) Series 2010 (the "Bonds") maturing April 1, 2031 under a loan agreement with CEDA. The Bonds mature on April 1, 2031 and bear interest at a fixed rate of 8.50% through maturity, and include customary covenants and other restrictions on us. As per the terms of the agreement, the bonds were subject to a 'make-whole' provision, wherein if retired prior to April 1, 2021, the Company has to 'make-whole' the bond holders for the full amount of unpaid interest through the term of the loan. After the make-whole provision expired in April 2021, the bonds can be retired any time at par value. As of April 4, 2021, the fair value of the Bonds was $30.1 million, determined by using Level 2 inputs based on quarterly market prices as reported by an independent pricing source.

On April 15, 2021, we repaid the outstanding principal amount of our $30.0 million loan with CEDA.

Non-recourse Financing and Other Debt

In order to facilitate the construction, sale, or ongoing operation of certain solar projects, including our commercial projects, we regularly obtain project-level financing. These financings are secured either by the assets of the specific project being financed or by our equity in the relevant project entity and the lenders do not have recourse to our general assets for repayment of such debt obligations, and hence the financings are referred to as non-recourse. Non-recourse financing is typically in the form of loans from third-party financial institutions, but also takes other forms, including partnership flip structures, sale-leaseback arrangements, or other forms commonly used in the solar or similar industries. We may seek non-recourse financing covering solely the construction period of the solar project or may also seek financing covering part or all of the operating life of the solar project. We classify non-recourse financings on our consolidated balance sheets in accordance with their terms; however, in certain circumstances, we may repay or refinance these financings prior to stated maturity dates in connection with the sale of the related project or similar such circumstances. As of April 4, 2021, we had $151.5 million outstanding under these financings.

We also enter other debt arrangements to finance operations. The following presents a summary of these non-recourse financing and other debt arrangements:


	Aggregate Carrying Value1
(In thousands)	April 4, 2021		January 3, 2021		Balance Sheet Classification
PNC Energy Capital loan2	$	5,478	$	5,545	Short-term debt and Long-term debt
Asset-Backed Loan	68,977		32,690		Short-term debt and Long-term debt
Safe Harbor	74,243		75,910		Short-term debt and Long-term debt
Other debt	2,845		560		Short-term debt and Long-term debt
Various construction project debt3	—		9,583		Short-term debt

1 Based on the nature of the debt arrangements included in the table above, and our intention to fully repay or transfer the obligations at their face values plus any applicable interest, we believe their carrying value materially approximates fair value, which is categorized within Level 3 of the fair value hierarchy.

2 In fiscal 2013, we entered into a financing agreement with PNC Energy Capital, LLC to finance our construction projects. Interest is calculated at a per annum rate equal to LIBOR plus 4.13%.

3 In the fourth quarter of fiscal 2019 and throughout fiscal 2020, we entered into various financing agreements with Fifth Third Bank, National Association, to finance our construction projects. The amount borrowed is non-recourse in nature and cannot exceed the total costs of the project. Each draw bears interest on the unpaid amount at a per annum rate equal to LIBOR. The loan matures at the earliest of 85 days after the project is placed in service; 9 months after the initial borrowing date; or the first anniversary of satisfaction of the closing conditions set forth by the Lenders, including the delivery of the signed loan agreement by the borrower

Asset-Backed Loan with Bank of America

On March 29, 2019, we entered into a Loan and Security Agreement with Bank of America, N.A, which, together with subsequent amendments, provides a revolving credit facility secured by certain inventory and accounts receivable in the maximum aggregate principal amount of $75.0 million. The Loan and Security Agreement contains negative and affirmative covenants, events of default and repayment and prepayment provisions customarily applicable to asset-backed credit facilities. The facility bears a floating interest rate of LIBOR plus an applicable margin, and matures on the earliest of (1) any time up to June 1, 2021, the date of maturity of our 0.875% debentures due 2021, if we fail to maintain a deposit equal to the full outstanding balance of our convertible debt in a separate account with Bank of America, N.A, (2) October 15, 2022 (a date that is 91 days prior to the maturity of our 4.00% debentures due 2023), if the balance of the revolver at the time is not zero, (3) March 29, 2024, or (4) the termination of the commitments thereunder. The balance outstanding on the revolver was $69.1 million and $32.8 million, respectively, as of April 4, 2021 and January 3, 2021.