Deal Description: On September 22, 2023, Sunnova Energy Corporation (“SEC”), a wholly owned subsidiary of Sunnova Energy International Inc. (“Sunnova”) (NYSE: NOVA), announced the pricing of $400 million aggregate principal amount of green 11.750% Senior Notes due 2028 (the “notes”) in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside of the United States in reliance on Regulation S of the Securities Act. The notes were priced at 97.262% of par to yield 12.5%.

The notes will be senior unsecured obligations of SEC, and interest will be payable semiannually in arrears. The notes will be guaranteed on a senior unsecured basis by Sunnova and Sunnova Intermediate Holdings, LLC, a wholly owned subsidiary of SEC. The notes will bear interest from September 26, 2023 at an annual rate of 11.750% payable on April 1 and October 1 of each year, beginning on April 1, 2024. The notes will mature on October 1, 2028, and the offering is expected to close on September 26, 2023, subject to customary closing conditions.

Baker Botts represented Sunnova in the private offering of the notes.

For more information, please see Sunnova’s news release regarding the pricing of the private offering of notes by clicking here.

Baker Botts Lawyers/Office Involved:

• Corporate: Travis Wofford (Partner, Houston); Doug Getten (Partner, Houston); Garrett Hughey (Senior Associate, Houston); Parker Hinman (Associate, Houston); Sarah Dyer (Associate, Houston)
• Finance: Jonathan Goldstein (Partner, New York); Caitlin Lawrence (Partner, Houston)
• Tax: Michael Bresson (Partner, Houston); Peter Farrell (Special Counsel, Washington)
• ERISA: Gabriela Alvarez (Senior Associate, Houston)
• Advisory: Danny David (Partner, Houston)

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