
	Unpaid Principal Balance		Net Carrying Value						Interest Rate	Maturity Dates	Entity
			Current		Long- Term		Total

3% Green Convertible Senior Notes due June 2028	632,500		—		615,205		615,205		3.0%	June 2028	Company
2.5% Green Convertible Senior Notes due August 2025	230,000		—		226,801		226,801		2.5%	August 2025	Company
Total recourse debt	862,500		—		842,006		842,006
4.6% Term Loan due October 2026	3,085		—		3,085		3,085		4.6%	October 2026	Korean JV
4.6% Term Loan due April 2026	1,542		—		1,542		1,542		4.6%	April 2026	Korean JV
Total non-recourse debt	4,627		—		4,627		4,627
Total debt	$	867,127	$	—	$	846,633	$	846,633


	Unpaid Principal Balance		Net Carrying Value						Interest Rate	Maturity Dates	Entity
			Current		Long- Term		Total

10.25% Senior Secured Notes due March 2027	$	61,653	$	12,716	$	48,244	$	60,960	10.25%	March 2027	Company
2.5% Green Convertible Senior Notes due August 2025	230,000		—		224,832		224,832		2.5%	August 2025	Company
Total recourse debt	291,653		12,716		273,076		285,792
3.04% Senior Secured Notes due June 30, 2031	127,430		13,307		112,480		125,787		3.04%	June 2031	PPA V
Total non-recourse debt	127,430		13,307		112,480		125,787
Total debt	$	419,083	$	26,023	$	385,556	$	411,579

Recourse debt refers to debt that we have an obligation to pay. Non-recourse debt refers to debt that is recourse to only our subsidiaries (i.e., PPAs and Korean JV). The differences between the unpaid principal balances and the net carrying values apply to deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2023 and December 31, 2022.

On May 16, 2023, we issued the 3% Green Notes in an aggregate principal amount of $632.5 million due on June 1, 2028, unless earlier repurchased, redeemed or converted, less an initial purchasers’ discount of $15.8 million and other issuance costs of $3.9 million (together, the “3% Green Notes Transaction Costs”), resulting in net proceeds of $612.8 million. The 3% Green Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of May 16, 2023, between us and U.S. Bank Trust Company, National Association, as Trustee, in private placements to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to the purchase agreement among us and the representatives of the initial purchasers of the 3% Green Notes, we granted the initial purchasers an option to purchase up to an additional $82.5 million aggregate principal amount of the 3% Green Notes (the “Greenshoe Option”). The 3% Green Notes issued on May 16, 2023, included $82.5 million aggregate principal amount pursuant to the full exercise by the initial purchasers of the Greenshoe Option.

We may not redeem the 3% Green Notes prior to June 5, 2026, subject to a partial redemption limitation. We may elect to redeem, at face value, all or any portion of the 3% Green Notes at any time, and from time to time, on or after June 5, 2026, and on or before the forty-sixth scheduled trading day immediately before the maturity date, provided the share price for our Class A common stock exceeds 130% of the conversion price at redemption.

Before March 1, 2028, the noteholders have the right to convert their 3% Green Notes only upon the occurrence of certain events, including satisfaction of a condition relating to the closing price of our common stock (the “Closing Price Condition”) or the trading price of the 3% Green Notes (the “Trading Price Condition”), a redemption event, or other specified corporate events. If the Closing Price Condition is met on at least 20 (whether or not consecutive) of the last 30 consecutive trading days in any calendar quarter, and only during such calendar quarter, the noteholders may convert their 3% Green Notes at any time during the immediately following quarter, commencing after the calendar quarter ending on September 30, 2023, subject to partial redemption limitation. The Closing Price Condition was not met during the three months ended September 30, 2023, and accordingly, the noteholders could not convert their 3% Green Notes during the quarter ended December 31, 2023.

Subject to the Trading Price Condition, the noteholders may convert their 3% Green Notes during the five business days immediately after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 3% Green Notes, as determined following a request by a holder of the 3% Green Notes, for each day of that period is less than 98% of the product of the closing price of our common stock and the then applicable conversion rate. From and after March 1, 2028, the noteholders may convert their 3% Green Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Should the noteholders elect to convert their 3% Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock, $0.0001 par value per share, or a combination thereof, at our election.

The initial conversion rate is 53.0427 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $18.85 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. Also, we may increase the conversion rate at any time if our Board of Directors determines it is in the best interests of the Company or to avoid or diminish income tax to holders of common stock. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change, as defined below, occur, then the conversion rate applicable to the conversion of the 3% Green Notes may, in certain circumstances, be increased by up to 22.5430 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. On December 31, 2023, the maximum number of shares into which the 3% Green Notes could have been potentially converted if the conversion features were triggered was 47,807,955 shares of Class A common stock.

According to the Indenture, a Make-Whole Fundamental Change means (i) a Fundamental Change, that includes certain change-of-control events relating to us, certain business combination transactions involving us and certain delisting events with respect to our Class A common stock, or (ii) the sending of a redemption notice with respect to the 3% Green Notes.

The 3% Green Notes contain certain customary provisions relating to the occurrence of Events of Default, as defined in the Indenture. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 3% Green Notes then outstanding will immediately become due and payable without any further action or notice by any person. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 3% Green Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 3% Green Notes.

The 3% Green Notes Transaction Costs were recorded as debt issuance costs and presented a reduction to the 3% Green Notes on our consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.8%.

Total interest expense recognized related to the 3% Green Notes for the year ended December 31, 2023, was $14.4 million, and was comprised of contractual interest expense of $12.0 million and amortization of the initial purchasers’ discount and other issuance costs of 2.4 million. We have not recognized any special interest expense related to the 3% Green Notes to date. The amount of unamortized debt issuance costs as of December 31, 2023, was $17.3 million.

Although the 3% Green Notes contain embedded conversion features, we account for the 3% Green Notes in its entirety as a liability. As of December 31, 2023, the net carrying value of the 3% Green Notes was classified as a long-term liability in our consolidated balance sheets.

On May 11, 2023, in connection with the pricing of the 3% Green Notes, and on May 15, 2023, in connection with initial purchasers’ exercise of the Greenshoe Option, we entered into privately negotiated capped call transactions (the “Capped Calls”) with certain counterparties (the “Option Counterparties”). The Capped Calls cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 3% Green Notes, the aggregate number of shares of our Class A common stock that initially underlie the 3% Green Notes, and are expected generally to reduce potential dilution to holders of our common stock upon any conversion of the 3% Green Notes and at our election (subject to certain conditions) offset any cash payments we would be required to make in excess of the principal amount of converted 3% Green Notes.

The Capped Calls expire on June 1, 2028, and are exercisable only at maturity, but may be early terminated in various circumstances, including if the 3% Green Notes are early converted or repurchased. The default settlement method for the Capped Calls is net share settlement. However, we may elect to settle the Capped Calls in cash.

The Capped Calls have an initial strike price of approximately $18.85 per share of Class A common stock, subject to certain adjustments. The strike price of $18.85 corresponds to the initial conversion price of the 3% Green Notes. The number of shares underlying the Capped Calls is 33,549,508 shares of Class A common stock. The cap price of the Capped Calls is initially $26.46 per share of Class A common stock, which represents a premium of 100% over the last reported sale price of our common stock on May 11, 2023.

The Capped Calls are freestanding financial instruments. We used a portion of the proceeds from the issuance of the 3% Green Notes to pay for the Capped Calls’ premium. As the Capped Calls meet certain accounting criteria, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $54.5 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital on our consolidated balance sheets and will not be remeasured.

In August 2020, we issued 2.5% Green Convertible Senior Notes due August 2025 (the “2.5% Green Notes”) in an aggregate principal amount of $230.0 million, unless earlier repurchased, redeemed or converted, less an initial purchaser’s discount of $6.9 million and other issuance costs of $3.0 million (together, the “2.5% Green Notes Transaction Costs”), resulting in net proceeds of $220.1 million.

We may elect to redeem, at face value, all or any portion of the 2.5% Green Notes at any time on or after August 21, 2023, and on or before the twenty-sixth trading day immediately before the maturity date, provided certain conditions are met.

Before May 15, 2025, the noteholders have the right to convert their 2.5% Green Notes only upon the occurrence of certain events, including the Closing Price Condition. If the Closing Price Condition is met on at least 20 of the last 30 consecutive trading days in any quarter, the noteholders may convert their 2.5% Green Notes at any time during the immediately following quarter. The Closing Price Condition was not met during the three months ended September 30, 2023, and accordingly, the noteholders could not convert their 2.5% Green Notes during the quarter ended December 31, 2023. From and after May 15, 2025, the noteholders may convert their 2.5% Green Notes at any time at their election until the close of business on the second trading day immediately before the maturity date. Should the noteholders elect to convert their 2.5% Green Notes, we may elect to settle the conversion by paying or delivering, as applicable, cash, shares of our Class A common stock or a combination thereof.

The initial conversion rate is 61.6808 shares of Class A common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $16.21 per share of Class A common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change”, as defined, occur, the conversion rate applicable to the conversion of the 2.5% Green Notes may, in certain circumstances, be increased by up to 15.4202 shares of Class A common stock per $1,000 principal amount of notes for a specified period of time. On December 31, 2023, the maximum number of shares into which the 2.5% Green Notes could have been potentially converted if the conversion features were triggered was 17,733,230 shares of Class A common stock.

The 2.5% Green Notes Transaction Costs were recorded as debt issuance costs and presented a reduction to the 2.5% Green Notes on our consolidated balance sheets and are amortized to interest expense at an effective interest rate of 3.5%.

Interest on the 2.5% Green Notes for the years ended December 31, 2023, 2022 and 2021, was $7.7 million, $7.7 million and $7.7 million, respectively, including amortization of issuance costs of $2.0 million, $2.0 million and $2.0 million, respectively. The amount of unamortized debt issuance costs as of December 31, 2023 and 2022, was $3.2 million and $5.2 million, respectively.

On May 1, 2020, we issued $70.0 million of 10.25% Senior Secured Notes in a private placement (the “10.25% Senior Secured Notes”). The 10.25% Senior Secured Notes were governed by an indenture (the “Senior Secured Notes Indenture”) entered into among us, the guarantor party thereto and U.S. Bank National Association, in its capacity as trustee and collateral agent. The 10.25% Senior Secured Notes were secured by certain of our operations and maintenance agreements. The 10.25% Senior Secured Notes were supported by a $150.0 million indenture between us and U.S. Bank National Association, which contained an accordion feature for an additional $80.0 million of notes that could have been issued on or prior to September 27, 2021. We chose not to exercise this accordion feature, which has already expired.

Interest on the 10.25% Senior Secured Notes was payable quarterly, commencing June 30, 2020. The 10.25% Senior Secured Notes Indenture contained customary events of default and covenants relating to, among other things, the incurrence of new debt, affiliate transactions, liens and restricted payments. Commencing on March 27, 2022, we had the right to redeem all of the 10.25% Senior Secured Notes at a price equal to 108% of the principal amount of the 10.25% Senior Secured Notes plus accrued and unpaid interest, with such optional redemption prices decreasing to 104% on and after March 27, 2023, 102% on and after March 27, 2024, and 100% on and after March 27, 2026. Had we experienced a change of control, we must have offered to purchase for cash all or any part of each holder’s 10.25% Senior Secured Notes at a purchase price equal to 101% of the principal amount of the 10.25% Senior Secured Notes, plus accrued and unpaid interest.

The current and non-current balances of the outstanding unpaid principal of the 10.25% Senior Secured Notes were $12.7 million and $48.9 million as of December 31, 2022, respectively. The total outstanding unpaid principal balance of $57.6 million on the 10.25% Senior Secured Notes due March 2027 was called and retired at 104% on June 1, 2023. The 4% premium of $2.3 million and unpaid accrued interest of $1.0 million were included in the final payment to the noteholders. We recognized a loss on extinguishment of debt of $2.9 million as a result of redemption of the 10.25% Senior Secured Notes.

Interest on the 10.25% Senior Secured Notes for the years ended December 31, 2023, 2022 and 2021, was $2.6 million, $7.0 million and $7.2 million, respectively, including amortization of issuance costs of 0.1 million, 0.3 million and 0.4 million, respectively.

In November 2021, PPA V issued senior secured notes in an aggregate principal amount of $136.0 million due June 2031. The notes bore a fixed rate of 3.04% per annum payable quarterly. The proceeds from the 3.04% Senior Secured Notes due June 2031 were utilized to (i) repay all obligations of the LIBOR + 2.5% Term Loan due December 2021, including an outstanding principal balance of $109.1 million, accrued interest of $0.1 million, and fees required to terminate associated interest rate swaps of $11.5 million, (ii) pay the required premium for the PPA V production insurance of $6.5 million, (iii) and pay related fees and expenses related to the refinancing totaling $2.1 million, resulting in a net cash flow of $6.7 million. The note purchase agreement required us to maintain a debt service reserve, the balance of which was $8.6 million as of December 31, 2022, out of which $8.0 million was included as part of long-term restricted cash and $0.6 million was included as part of current restricted cash in the consolidated balance sheets. The loan was secured by all assets of PPA V.

On August 24, 2023, as part of the PPA V Upgrade, we paid off the outstanding balance and related accrued interest of $118.5 million and $0.5 million, respectively, of our 3.04% Senior Secured Notes due June 2031, and recognized a loss on extinguishment of debt of $1.4 million (for additional information, please see Note 10 — Portfolio Financings). The debt service reserve of $8.6 million was reclassified from restricted cash to cash and cash equivalents at the time of extinguishment of debt.

On June 14, 2022, as part of the PPA IIIa Upgrade, we paid off the outstanding balance and related accrued interest of $30.2 million and $0.4 million, respectively, and recognized a loss on extinguishment of debt of $4.2 million. The debt service reserve of $3.6 million was reclassified from restricted cash to cash and cash equivalents at the time of extinguishment of debt.

On November 22, 2022, as part of the PPA IV Upgrade, we paid off the outstanding balance and related accrued interest of $70.5 million and $0.4 million, respectively, and recognized a loss on extinguishment of debt of $4.7 million. The debt service reserve of $9.1 million was reclassified from restricted cash to cash and cash equivalents at the time of extinguishment of debt.

On April 11, 2023 and October 5, 2023, Korean JV entered into three-year $1.5 million and three-year $3.1 million credit agreements with SK ecoplant, respectively, to help fund its working capital. Both loans bear a fixed interest rate of 4.6% payable upon maturity along with the principle. Neither loan requires us to maintain a debt service reserve.

Interest expense of $108.3 million, $53.5 million and $69.0 million for the years ended December 31, 2023, 2022 and 2021, respectively, was recorded in interest expense on the consolidated statements of operations. Interest expense for the year ended December 31, 2023 included $52.8 million as a result of the SK ecoplant Second Tranche Closing. For additional information, please see Note 17 — SK ecoplant Strategic Investment.