Quarterly report pursuant to Section 13 or 15(d)

Nonrecourse Debt

v3.7.0.1
Nonrecourse Debt
6 Months Ended
Jun. 30, 2017
Debt Disclosure [Abstract]  
Nonrecourse Debt
8. Nonrecourse Debt

We have outstanding the following asset-backed nonrecourse debt and bank loans (dollars in millions):

 

     Outstanding Balance
as of
                        Value of Assets
Pledged
as of
      
     June 30,
2017
    December
31, 2016
    Interest
Rate
    Maturity Date      Anticipated
Balance at
Maturity
     June 30,
2017
     December
31, 2016
    

Description of Assets Pledged

HASI Sustainable Yield Bond 2013-1

   $ 73     $ 75       2.79     December 2019      $ 57      $ 91      $ 93      Financing receivables

ABS Loan Agreement

   $ 89     $ 90       5.74     September 2021      $ 17      $ 87      $ 97      Equity interest in Strong Upwind Holdings I, LLC

HASI Sustainable Yield Bond 2015-1A

   $ 96     $ 97       4.28     October 2034      $ —        $ 138      $ 138      Financing receivables, real estate and real estate intangibles

HASI Sustainable Yield Bond 2015-1B Note

   $ 14     $  —         5.41     October 2034      $ —        $ 138      $  —        Class B Bond of HASI Sustainable Yield Bond 2015-1

HASI SYB Loan Agreement 2015-1

     (1)     $ 74       (1)       (1)        (1)        (1)      $ 96      Equity interest in Strong Upwind Holdings II and III, LLC, related interest rate swap

2017 Credit Agreement

   $ 196       —         3.47 %(2)      June 2024      $  —        $ 262      $  —        Equity interests in Strong Upwind Holdings I, II, III, and IV LLC, and Northern Frontier, LLC

HASI SYB Loan Agreement 2015-2

   $ 37     $ 41       5.38 (3)      December 2023      $  —        $ 67      $ 70      Equity interest in Buckeye Wind Energy Class B Holdings LLC, related interest rate swap

HASI SYB Loan Agreement 2015-3

   $ 147     $ 150       4.92     December 2020      $ 127      $ 173      $ 175      Residential solar financing receivables, related interest rate swaps

HASI SYB Loan Agreement 2016-1

   $ 119     $ 98       4.23 %(3)      November 2021      $ 101      $ 139      $ 114      Residential solar financing receivables, related interest rate swaps

HASI SYB

Trust 2016-2

   $ 85     $  —         4.35     April 2037      $  —        $ 91      $  —        Financing receivables

Other nonrecourse debt (4)

   $ 87     $ 84       2.26 % - 7.45%      2017 to 2046      $  —        $ 221      $ 81      Financing receivables

Debt issuance costs

   $ (21   $ (17                
  

 

 

   

 

 

                 

Nonrecourse debt(5)

   $ 922     $ 692                  
  

 

 

   

 

 

                 

 

(1) This nonrecourse debt agreement was re-financed in the second quarter of 2017 with the same lender through the 2017 Credit Agreement.
(2) Interest rate represents the current period’s LIBOR based rate plus the spread. Under the terms of the 2017 Credit Agreement, this rate will become fixed upon the lender’s syndication of the loan, or that can be fixed at our option.
(3) Interest rate represents the current period’s LIBOR based rate plus the spread. Also see the interest rate swap contracts shown in the table below, the value of which are not included in the book value of assets pledged.
(4) Other nonrecourse debt consists of various debt agreements used to finance certain of our financing receivables for their term. Debt service payment requirements, in a majority of cases, are equal to or less than the cash flows received from the underlying financing receivables.
(5) The total collateral pledged against our nonrecourse debt was $1,269 million and $864 million as of June 30, 2017 and December 31, 2016, respectively.

We have pledged the financed assets, and typically our interests in one or more parents or subsidiaries of the borrower that are legally separate bankruptcy remote special purpose entities as security for the nonrecourse debt. There is no recourse for repayment of these obligations other than to the applicable borrower and any collateral pledged as security for the obligations. The assets and credit of these entities are not available to satisfy any of our other debts and obligations, except as not prohibited by the debt agreements. The creditors can only look to the borrower, the cash flows of the pledged assets and any other collateral pledged, to satisfy the debt and we are not otherwise liable for nonpayment of such cash flows. The debt agreements contain terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. The agreements also include customary events of default, the occurrence of which may result in termination of the agreements, acceleration of amounts due, and accrual of default interest. We typically act as servicer for the debt transactions.

We have guaranteed the performance of the representations and warranties and other obligations of certain of our subsidiaries under certain of the debt agreements and provided an indemnity against certain losses from “bad acts” of such subsidiaries including fraud, failure to disclose a material fact, theft, misappropriation, voluntary bankruptcy or unauthorized transfers. In the case of the debt secured by certain of our renewable energy equity interests, we have also guaranteed the compliance of our subsidiaries with certain tax matters and certain obligations if our joint venture partners exercise their right to withdraw from our partnerships.

The HASI Sustainable Yield Bond (“HASI SYB”) 2015-1 consists of two instruments, (i) $101 million in aggregate principal amount of 4.28% HASI SYB 2015-1A, Class A Bonds (the “Class A Bonds”) and (ii) $18 million in aggregate principal amount of 5.0% HASI SYB 2015-1B, Class B Bonds (the “Class B Bonds”), both with an anticipated repayment date in October 2034. The Class A Bonds rank senior to the Class B Bonds in priority of payment. In January 2017, we borrowed $14 million of non-recourse debt using the Class B Bonds as collateral.

In connection with several of our nonrecourse debt borrowings, we have entered into the following interest rate swaps that are designated as cash flow hedges (dollars in millions):

 

                Notional Value as of      Fair Value as of      
    

Base

Rate

   Hedged
Rate
    June 30,
2017
     December 31,
2016
     June 30,
2017
    December 31,
2016
   

Term

HASI SYB Loan Agreement 2015-1(1)

  

3 month

Libor

     1.55   $ —        $ 67      $ —       $ —       December 2015 to September 2021

HASI SYB Loan Agreement 2015-2

  

3 month

Libor

     1.52   $ 36      $ 37      $ —       $ —       December 2015 to December 2018

HASI SYB Loan Agreement 2015-2

  

3 month

Libor

     2.55   $ 29      $ 29      $ (0.4   $ (0.2   December 2018 to December 2024

HASI SYB Loan Agreement 2015-3

   1 month Libor      2.34   $ 119      $ 119      $ 0.2     $ 1.0     November 2020 to August 2028

HASI SYB Loan Agreement 2016-1

  

3 month

Libor

     1.88   $ 109      $ 72      $ (0.1   $ 0.2    

November 2016

to November 2021

HASI SYB Loan Agreement 2016-1

  

3 month

Libor

     2.73   $ 107      $ 107      $ (0.7   $ —       November 2021 to October 2032
       

 

 

    

 

 

    

 

 

   

 

 

   

Total

 

  $ 400      $ 431      $ (1.0   $ 1.0    
       

 

 

    

 

 

    

 

 

   

 

 

   

 

(1) This interest rate swap was financially settled in June 2017.

 

The total fair value of our derivatives relating to interest rate hedges that are effective in offsetting variable cash flows is reflected as unrealized gains or losses in AOCI and in Other assets or Accounts payable, accrued expenses and other in the Condensed Consolidated Balance Sheets. As of June 30, 2017 and December 31, 2016, all of our derivatives were designated as hedging instruments and there was no ineffectiveness recorded on our designated hedges.

The next 12-months of stated minimum maturities of nonrecourse debt are as follows:

 

     (dollars in millions)  

July 1, 2017 to December 31, 2017

   $ 37  

2018

     47  

2019

     105  

2020

     176  

2021

     143  

2022

     18  

Thereafter

     417  
  

 

 

 
   $ 943  

Deferred financing costs, net

     (21
  

 

 

 

Total Nonrecourse

   $ 922  
  

 

 

 

Debt

  

The stated minimum maturities of nonrecourse debt above include only the mandatory minimum principal payments. To the extent there are additional cash flows received from Buckeye Wind Energy Class B Holdings LLC, these additional cash flows are required to be used to make additional principal payments against the respective debt. Any additional principal payments made due to these provisions may impact the anticipated balance at maturity of these financings.

SunPower Corporation (“Sunpower”), which originated and services the residential solar leases that are the collateral for the HASI SYB Loan Agreement 2015-3 and the HASI SYB Loan Agreement 2016-1, had publicly disclosed that were not in compliance and did not expect to be in compliance for 2017, with a debt-to-EBITDA leverage covenant in one of their loan agreements, due in part to a restructuring they have undertaken as result of changes in the broader solar market. According to SunPower’s disclosure, they were not in default under this cash collateralized loan that has an outstanding balance of $5 million. In June 2017, SunPower negotiated an amendment to their loan agreement and removed the debt-to-EBITDA leverage covenant.

The portfolios of residential solar leases are held in bankruptcy remote special purpose entities (“SPEs”) that are performing in line with our expectations and the SPEs, and not SunPower, are the source of repayment under our loans. SunPower has provided us certain limited indemnities and warranties and as servicer, provides various services including billing, monitoring payments by homeowners to a third-party lockbox and customer service. Our loan agreements included the same debt-to-EBITDA covenant referred to above to monitor changes in SunPower’s credit, as is typical for a servicer. As a result, our lenders are entitled to apply approximately $1 million of the cash flow after payment of principal and interest each quarter to further reduce the principal balance on our loan. We continue to monitor the situation and anticipate having further discussions with our lenders and with SunPower but at the present time, do not anticipate any other impact.