Quarterly report [Sections 13 or 15(d)]

Long-term Debt (Tables)

v3.25.1
Long-term Debt (Tables)
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
The following are summarized terms of the Senior Unsecured Notes as of March 31, 2025:
Outstanding Principal Amount Maturity Date Stated Interest Rate Interest Payment Dates Redemption Terms Modification Date
(in millions)
2026 Notes 1,000  June 15, 2026 3.375  % June 15 and December 15
March 15, 2026 (1)
2027 Notes 750 
(3)
 June 15, 2027 8.000  % June 15 and December 15
March 15, 2027 (2)
2030 Notes 375 
(4)
 September 15, 2030 3.750  %
February 15 and August 15
 N/A
2034 Notes
 1,000 
(5)
 July 1, 2034 6.375  %
July 1 and
January 1
 N/A
(1)Prior to this date, we may redeem, at our option, some or all of the 2026 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2026 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2026 Notes at par, plus accrued and unpaid interest though the redemption date.
(2)Prior to this date, we may redeem, at our option, some or all of the 2027 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2027 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2027 Notes in whole or in part at a price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest though the redemption date.
(3)In January 2024 in a follow-on offering we issued $200 million principal amount of 2027 Notes for net proceeds of $204 million, equivalent to a yield to maturity of 7.08% for the new issuance.
(4)We issued the $375 million aggregate principal amount of the 2030 Notes for total proceeds of $371 million ($367 million net of issuance costs) at an effective interest rate of 3.87%. We may redeem the 2030 Notes in whole or in part at redemption prices defined in the indenture governing the 2030 Notes plus accrued and unpaid interest though the redemption date.
(5)In the third quarter of 2024, we issued $700 million principal amount of 2034 Notes, which bear interest at a rate of 6.375%. The notes were issued for gross proceeds of $695 million, resulting in a yield to maturity of 6.476%. In December 2024, we issued an additional $300 million principal amount of 2034 Notes for gross proceeds of $300 million.
The following table presents a summary of the components of the Senior Unsecured Notes:
  March 31, 2025 December 31, 2024
(in millions)
Principal $ 3,125  $ 3,125 
Accrued interest 45  41 
Unamortized premium (discount) (4) (4)
Less: Unamortized financing costs (21) (23)
Carrying value of Senior Unsecured Notes $ 3,145  $ 3,139 
The following are summarized terms of the Convertible Notes as of March 31, 2025:
Outstanding Principal Amount Maturity Date Stated Interest Rate Interest Payment Dates Conversion/Exchange Ratio Conversion/Exchange Price Issuable Shares
Dividend Threshold Amount (1)
(in millions) (in millions)
2025 Exchangeable Senior Notes $ 200 
(2)
 May 1,
2025		 0.000  % N/A 17.8443 $56.04 3.6 $0.375
2028 Exchangeable Senior Notes 403  August 15,
2028		 3.750  % February 15 and August 15 36.9520 $27.06 14.9 $0.395
(1)The conversion or exchange ratio is subject to adjustment for dividends declared above these amounts per share per quarter and certain other events that may be dilutive to the holder.
(2)Subsequent to March 31, 2025, we used $220 million in proceeds from our unsecured revolving line of credit to repay the 2025 Exchangeable Senior Notes.
Schedule of Components of Convertible Notes
The following table presents a summary of the components of our Convertible Notes:

  March 31, 2025 December 31, 2024
(in millions)
Principal $ 603  $ 603 
Accrued interest 1  6 
Premium 20  18 
Less: Unamortized financing costs (6) (7)
Carrying value of Convertible Notes
 $ 618  $ 620 
Schedule of Material Terms for Capped Calls The material terms of the Capped Calls are as follows:
(in millions except per share data)
Aggregate cost of capped calls $ 38 
Initial strike price per share $ 27.14 
Initial cap price per share $ 43.42 
Shares of our common stock covered by the capped calls 14.8
Expiration date August 15, 2028
Schedule of Minimum Maturities of Debt
Amounts which were due under the term loan facility as of March 31, 2025 are as follows:
Future maturities
(in millions)
April 1, 2025 to December 31, 2025 $ 9 
2026 12 
2027 223 
Total 244 
Less: Unamortized Financing Costs (4)
Carrying Value $ 240 
Amounts which were due under the Secured Term Loan Facility as of March 31, 2025 are as follows:
Future maturities
(in millions)
April 1, 2025 to December 31, 2025 $ 8 
2026 12 
2027 11 
2028 134 
Total 165 
Less: Unamortized Financing Costs (2)
Carrying Value $ 163 
The stated minimum maturities of non-recourse debt as of March 31, 2025, were as follows:

Future minimum maturities
(in millions)
April 1, 2025 to December 31, 2025 $ 7 
2026 10 
2027 14 
2028 6 
2029 10 
2030 7 
Thereafter 75 
Total minimum maturities $ 129 
Unamortized financing costs (4)
Total non-recourse debt $ 125 
Schedule of Outstanding Non-Recourse Asset-Backed Debt
We have outstanding the following asset-backed non-recourse debt and bank loans:

  Outstanding Balance
as of		 Anticipated
Balance at
Maturity		 Carrying Value of Assets Pledged as of
  March 31, 2025 December 31, 2024 Interest
Rate		 Maturity Date March 31, 2025 December 31, 2024 Description
of Assets Pledged
(dollars in millions)
HASI Harmony Issuer 92  96  6.78% July 2043 —  261  266  Equity method investments
Other non-recourse
debt (1)
37  40 
3.15% - 7.23%
 2026 to 2032 17  39  41  Receivables
Unamortized financing costs (4) (4)
Non-recourse debt (2)
$ 125  $ 132 
(1)Other non-recourse debt consists of various debt agreements used to finance certain of our receivables. Scheduled debt service payment requirements are equal to or less than the cash flows received from the underlying receivables.
(2)The total collateral pledged against our non-recourse debt was $300 million and $307 million as of March 31, 2025 and December 31, 2024, respectively. These amounts include $16 million and $20 million of restricted cash pledged for debt service payments as of March 31, 2025 and December 31, 2024, respectively.
Schedule of Interest Rate Swaps
In connection with several of our long-term borrowings, including floating-rate loans from our Term Loan Facility, unsecured revolving credit facility, Secured Term Loan and the anticipated refinancings of certain of our Senior Unsecured Notes we have entered into the following derivative transactions that are designated as cash flow hedges as of March 31, 2025:
Instrument type Hedged Rate Notional Value Fair Value as of Term of derivative and forecasted transactions
Index March 31, 2025 December 31, 2024
$ in millions
Interest rate swap 1 month SOFR 3.79% $ 200  $ (2) $ 3  March 2023 to March 2033
Interest rate swap Overnight SOFR 2.98% 400  16  24  June 2026 to June 2033
Interest rate swap Overnight SOFR 3.09% 600  21  32  June 2026 to June 2033
Interest rate collar 1 month SOFR
3.70% - 4.00%
(1)
 250  —  —  May 2023 to May 2026
Interest rate swaps Overnight SOFR
4.39% to 4.42%
(2)
 167  (6) (3) September 2023 to June 2033
Interest rate swap Overnight SOFR 3.72  % 375 4  11  June 2027 to June 2037
$ 1,992  $ 33  67
(1)    Interest rate collar consists of a purchased interest rate cap of 4.00% and a written interest rate floor of 3.70%.
(2)     Consists of three interest rate swaps with identical maturities and effective dates.
Schedule of Changes in AOCI The below table shows the changes in our AOCI balance related to our interest rate derivatives designated and qualifying as effective cash flow hedges:
(Amounts in millions)
Beginning Balance - December 31, 2023
 $ 1 
Changes in fair value 95 
Amounts released into interest expense (10)
Ending Balance - December 31, 2024
 $ 86 
Changes in fair value (34)
Amounts released into interest expense (1)
Ending Balance - March 31, 2025
 $ 51 
Schedule of Benefit (Expense) Included in Interest Expense
The below table shows the benefit (expense) included in interest expense as a result of our hedging activities for the three months ended March 31, 2025 and 2024, respectively. We expect a net benefit of approximately $1 million to be released out of AOCI into interest expense over the 12 months following March 31, 2025.
Three months ended March 31,
2025 2024
(in thousands)
Interest expense
 $ 64,677  $ 61,872 
Benefit (expense) included in interest expense due to hedging activities 951  2,807