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Outstanding Loans and Security Agreements
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Outstanding Loans and Security Agreements Outstanding Loans and Security Agreements
The following is a summary of our debt as of December 31, 2020 (in thousands):
 Unpaid
Principal
Balance
Net Carrying ValueUnused
Borrowing
Capacity
Interest
Rate
Maturity DatesEntityRecourse
 CurrentLong-
Term
Total
10.25% Senior Secured Notes due March 2027
$70,000 $— $68,614 $68,614 $— 10.25%March 2027CompanyYes
2.5% Green Convertible Senior Notes due August 2025
230,000 — 99,394 99,394 2.5%August 2025CompanyYes
Total recourse debt300,000 — 168,008 168,008 — 
7.5% Term Loan due September 2028
34,456 2,826 28,920 31,746 — 7.5%September 
2028
PPA IIIaNo
6.07% Senior Secured Notes due March 2030
77,837 3,882 73,125 77,007 — 6.1%March 2030PPA IVNo
LIBOR + 2.5% Term Loan due December 2021
114,761 114,138 — 114,138 — LIBOR plus
margin
December 2021PPA VNo
Letters of Credit due December 2021— — — — 968 2.25%December 2021PPA VNo
Total non-recourse debt227,054 120,846 102,045 222,891 968 
Total debt$527,054 $120,846 $270,053 $390,899 $968 

The following is a summary of our debt as of December 31, 2019 (in thousands):
 Unpaid
Principal
Balance
Net Carrying ValueUnused
Borrowing
Capacity
Interest
Rate
Maturity DatesEntityRecourse
 CurrentLong-
Term
Total
LIBOR + 4% Loan due November 2020
$1,571 $1,536 $— $1,536 $— LIBOR
plus margin
November 2020CompanyYes
5% Convertible Promissory Note due December 202033,104 36,482 — 36,482 — 5.0%December 2020CompanyYes
6% Convertible Promissory Notes due December 2020289,299 273,410 — 273,410 — 6.0%December 2020CompanyYes
10% Notes due July 2024
93,000 14,000 75,962 89,962 — 10.0%July 2024CompanyYes
Total recourse debt416,974 325,428 75,962 401,390 — 
7.5% Term Loan due September 2028
38,337 3,882 31,087 34,969 — 7.5%September 2028PPA IIIaNo
6.07% Senior Secured Notes due March 2030
80,988 3,151 76,865 80,016 — 6.1%March 2030PPA IVNo
LIBOR + 2.5% Term Loan due December 2021
121,784 5,122 115,315 120,437 — LIBOR plus
margin
December 2021PPA VNo
Letters of Credit due December 2021— — — — 1,220 2.25%December 2021PPA VNo
Total non-recourse debt241,109 12,155 223,267 235,422 1,220 
Total debt$658,083 $337,583 $299,229 $636,812 $1,220 
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. The differences between the unpaid principal balances and the net carrying values apply to debt discounts and deferred financing costs. We and all of our subsidiaries were in compliance with all financial covenants as of December 31, 2020 and 2019.
Recourse Debt Facilities
LIBOR + 4% Loan due November 2020 - The weighted average interest rate as of December 31, 2019 was 6.3%. As of December 31, 2020 and 2019, the unpaid principal balance of debt outstanding was zero and $1.6 million, respectively. This Term Loan was extinguished in November 2020.
5% Convertible Promissory Note due 2020 - On March 31, 2020, we entered into an Amended and Restated Subordinated Secured Convertible Note Modification Agreement (the “Constellation Note Modification Agreement”) with Constellation NewEnergy, Inc. (“Constellation”), pursuant to which Constellation agreed to extend the maturity date to December 31, 2021, increase the interest rate from 5% to 10% and reduce the strike price on the conversion feature from $38.64 per share to $8.00 per share (referred to as the "10% Constellation Note" prior to the extinguishment and the "New 10% Constellation Note" after the extinguishment).
As a result, the 10% Constellation Note, which consisted of $33.1 million in principal and $3.8 million in accrued and unpaid interest was extinguished and the New 10% Constellation Note was recognized at its fair market value, which equaled $40.7 million. The difference between the fair market value of the New 10% Constellation Note and the carrying value of the 10% Constellation Note prior to the modification of $3.8 million was recognized as a loss on extinguishment of debt in the consolidated statement of operations.
On June 18, 2020, Constellation exchanged their entire New 10% Constellation Note at the conversion price of $8.00 per share into 4.7 million shares of Class A common stock. At the time of this exchange the unamortized premium of $3.4 million was recognized as an adjustment to additional paid-in capital.
6% Convertible Promissory Notes due December 2020 - On March 31, 2020, we entered into an Amendment Support Agreement with the noteholders of our outstanding 6% Convertible Notes due December 2020 ("6% Convertible Notes"), pursuant to which such Noteholders agreed to extend the maturity date of the outstanding 6% Convertible Notes to December 1, 2021 and increase the interest rate from 6% to 10%. Additionally, the debt is convertible at the option of the Noteholders into common stock at any time through the maturity date. In addition, we amended the 6% Convertible Notes by reducing the strike price on the conversion feature from $11.25 to $8.00 per share ("10% Convertible Notes"). In conjunction with entering into the Amendment Support Agreement, on March 31, 2020, we also entered into the 10% Convertible Note Purchase Agreement and issued an additional $30.0 million aggregate principal amount of 10% Convertible Notes to certain noteholders. The 10% Convertible Notes and the $30.0 million new 10% Convertible Notes were all reflected in the Restated Indenture. On May 1, 2020, we repaid $70.0 million of the 10% Convertible Notes and accrued and unpaid interest and recognized an adjustment to the unamortized debt premium of $4.3 million.
As a result, during the year ended December 31, 2020, we recognized a $10.3 million loss on extinguishment of debt in the consolidated statement of operations, which was calculated as the difference between the reacquisition price of the 6% Convertible Notes and the carrying value of the 6% Convertible Notes. The total carrying value of the 6% Convertible Notes equaled $279.0 million, which consisted of $289.3 million in principal and $1.4 million in accrued and unpaid interest, reduced by $10.7 million in unamortized discount and $1.0 million in unamortized debt issuance costs. The total reacquisition price of the 6% Convertible Notes equaled $289.3 million, which consisted of the $340.7 million fair value of the 10% Convertible Notes, $1.4 million in accrued and unpaid interest, and $1.2 million of fees paid to noteholders as part of the amendment, reduced by $24.0 million, being the fair value at March 31, 2020 of the embedded derivative relating to the equity classified conversion feature. The fair value of the embedded feature was reclassified from additional paid-in capital at the time of the debt extinguishment.
During the year ended December 31, 2020, we called a total of $153.1 million of the 10% Convertible Notes and the noteholders, at their option, converted their notes into 19.1 million shares of our Class B common stock, which were subsequently exchanged for Class A common stock.The $96.2 million principal balance of 10% Convertible Notes due to the Canada Pension Plan Investment Board was converted to 12.0 million shares of common stock in October 2020, and the unamortized premium of $3.2 million was recorded in additional paid in capital.
10% Notes due July 2024 - The outstanding unpaid principal balance of $79.0 million on the 10% Senior Secured Notes due July 2024 was called and retired at 104% during the year ended December 31, 2020. The 4% premium of $3.2 million and unpaid accrued interest of $2.1 million were included in the final payment to the noteholders. The unrecognized debt issuance costs of $2.0 million were expensed.
10.25% Senior Secured Notes due March 2027 - On May 1, 2020, we issued $70.0 million of 10.25% Senior Secured Notes in a private placement ("10.25% Senior Secured Notes"). The 10.25% Senior Secured Notes are 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 are secured by certain of our operations and maintenance agreements that previously were part of the security for the 6% Convertible Notes. We used the proceeds of this issuance to repay $70.0 million of our 10% Convertible Notes. The 10.25% Senior Secured Notes are
supported by a $150.0 million indenture between us and U.S. Bank National Association, which contains an accordion feature for an additional $80.0 million of notes that can be issued on or prior to September 27, 2021.
Interest on the 10.25% Senior Secured Notes is payable quarterly, commencing June 30, 2020. The 10.25% Senior Secured Notes Indenture contains customary events of default and covenants relating to, among other things, the incurrence of new debt, affiliate transactions, liens and restricted payments. On or after March 27, 2022, we may 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. Before March 27, 2022, we may redeem the 10.25% Senior Secured Notes upon repayment of a make-whole premium. If we experience a change of control, we must offer 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 outstanding unpaid principal of the 10.25% Senior Secured Notes of $70.0 million was classified as non-current as of December 31, 2020.
2.5% Green Convertible Senior Notes due August 2025 - In August 2020, we issued $230.0 million aggregate principal amount of our 2.5% Green Convertible Senior Notes due August 2025, unless earlier repurchased, redeemed or converted ("Green Notes"). The principal amount of the Green Notes are $230.0 million, less initial purchaser's discount of $6.9 million and other issuance costs of $3.0 million resulting in net proceeds of $220.1 million.
The Green Notes are senior, unsecured obligations accruing interest at a rate of 2.5% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021.
We may not redeem the Green Notes prior to August 21, 2023. We may elect to redeem, at face value, all or any portion of the 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 Green Notes only upon the occurrence of certain events, including a conversion upon satisfaction of a condition relating to the closing price of our common stock ("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 Green Notes at any time during the immediately following quarter. The Closing Price Condition was met during the quarter ended December 31, 2020 and accordingly, the noteholders may convert their Green Notes at any time during the quarter ending March 31, 2021. From and after May 15, 2025, the noteholders may convert their 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 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, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
In the accounting for the issuance of the Green Notes, we separated the $230.0 million aggregate principal amount into liability and equity components in accordance with ASC 470 – 20, Debt with Conversion and Other Options. The fair value of the liability component for the Green Notes of approximately $93.3 million was calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature and was classified as non-current debt on the consolidated balance sheet. The carrying amount of the equity component for the Green Notes of approximately $138.1 million, representing the conversion option, was determined by deducting the fair value of the liability component from the principal amount of the notes. The difference between the principal amount of the notes and the liability component represents the debt discount, is presented as a reduction to the notes on our consolidated balance sheets, and is amortized to interest expense using the effective interest method over the remaining term of the notes. The equity component of the Green Notes is included in additional paid-in capital on our consolidated balance sheets and is not remeasured as long as it continues to meet the conditions for equity classification.

We incurred issuance costs related to the Green Notes of approximately $9.9 million, consisting of the initial purchaser's discount of $6.9 million and other issuance costs of approximately $3.0 million. In accounting for the issuance costs, we allocated the total amount to the liability and equity components using the same proportions determined above for the notes. Transaction costs attributable to the liability component for the Green Notes of approximately $4.2 million were recorded as
debt issuance costs, presented as a reduction to the notes on our consolidated balance sheets, and are amortized to interest expense using the effective interest method over the term of the notes. The issuance costs attributable to the equity component for the Green Notes were approximately $5.7 million and were recorded as a reduction to the equity component included in additional paid-in capital.

As of December 31, 2020, the remaining lives of the Green Notes are approximately 4.7 years and accordingly, the Green Notes are classified as long-term debt. The effective interest rate of the liability components for the Green Notes is 21.9% and is based on the interest rate of similar debt instruments, at the time of our offering, that do not have associated convertible features. Total interest expense recognized related to the Green Notes for the year ended December 31, 2020 was $8.3 million, comprised of contractual interest expense of $2.2 million, amortization of debt discount of $5.9 million and amortization of issuance costs of $0.2 million.
Non-recourse Debt Facilities
7.5% Term Loan due September 2028 - In December 2012 and later amended in August 2013, PPA IIIa entered into a $46.8 million credit agreement to help fund the purchase and installation of our Energy Servers. The loan bears a fixed interest rate of 7.5% payable quarterly. The loan requires quarterly principal payments which began in March 2014. The credit agreement requires us to maintain a debt service reserve for all funded systems, the balance of which was $3.8 million and $3.8 million as of December 31, 2020 and 2019, respectively, which was included as part of long-term restricted cash in the consolidated balance sheets. The loan is secured by all assets of PPA IIIa.
6.07% Senior Secured Notes due March 2030 - The notes bear a fixed interest rate of 6.07% per annum payable quarterly, which began in December 2015 and ends in March 2030. The notes are secured by all the assets of the PPA IV. The note purchase agreement requires us to maintain a debt service reserve, the balance of which was $8.5 million and $8.0 million as of December 31, 2020 and 2019, respectively, which was included as part of long-term restricted cash in the consolidated balance sheets. The notes are secured by all the assets of the PPA IV.
LIBOR + 2.5% Term Loan due December 2021 - The current portion of the LIBOR + 2.5% Term Loan as of December 31, 2020 and 2019 was $114.1 million and $5.1 million, respectively. The non-current portion of this loan was zero and $115.3 million as of December 31, 2020 and 2019, respectively.
In accordance with the credit agreement, PPA V was issued floating rate debt based on LIBOR plus a margin, paid quarterly. The applicable margins used for calculating interest expense are 2.25% for years 1-3 following the Term Conversion Date and 2.5% thereafter. For the lenders’ commitments to the loan and the commitments to a letter of credit ("LC") facility, the PPA V also pays commitment fees at 0.50% per annum over the outstanding commitments, paid quarterly. The loan is secured by all the assets of the PPA V and requires quarterly principal payments which began in March 2017. In connection with the floating-rate credit agreement, in July 2015, PPA V entered into pay-fixed, receive-float interest rate swap agreements to convert its floating-rate loan into a fixed-rate loan.
Letters of Credit due December 2021 - In June 2015, PPA V entered into a $131.2 million term loan due December 2021. The agreement also included commitments to a LC facility with the aggregate principal amount of $6.4 million, later adjusted down to $6.2 million. The amount reserved under the letter of credit as of December 31, 2020 and 2019 was $5.2 million and $5.0 million, respectively. The unused capacity as of December 31, 2020 and 2019 was $1.0 million and $1.2 million, respectively.
Related Party Debt
Portions of the above described recourse and non-recourse debt were held by various related parties. See Note 16 - Related Party Transactions for a full description.
Repayment Schedule and Interest Expense
The following table presents details of our outstanding loan principal repayment schedule as of December 31, 2020 (in thousands):
2021$121,469 
202216,393 
202322,166 
202424,886 
2025258,022 
Thereafter84,118 
$527,054 
Interest expense of $78.8 million, $94.2 million and $105.9 million for the years ended December 31, 2020, 2019 and 2018, respectively, was recorded in interest expense on the consolidated statements of operations, which includes interest expense - related parties of $2.5 million, $6.8 million and $8.9 million,