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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 03/07/2018
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Revolver

On January 28, 2015, Terra Operating LLC replaced its existing revolving credit facility with a new $550.0 million revolving credit facility (the “Revolver”), which was available for revolving loans and letters of credit, and was subsequently increased to a $725.0 million facility over the course of 2015. The Company recognized a $1.3 million loss on extinguishment of debt during the year ended December 31, 2015 as a result of the revolver exchange.
    
During 2016 and 2017, Terra Operating LLC entered into a number of amendments to the terms of the Revolver and obtained certain waivers in regards to extending financial statement reporting deliverable due dates, maintaining compliance with financial maintenance covenants and modifying or obtaining consent regarding certain other provisions. In connection therewith, Terra Operating LLC agreed to permanently reduce the revolving commitments and borrowing capacity under the Revolver by $100.0 million and $105.0 million during 2016 and 2017, respectively, and as a result recognized a $1.1 million loss on extinguishment of debt during both of these years due to the corresponding write-off of a portion of the unamortized deferred financing costs.

At Terra Operating LLC’s option, all outstanding amounts under the Revolver bore interest at a rate per annum equal to either (i) a base rate plus a margin ranging between 1.25% and 1.75% or (ii) a reserve adjusted Eurodollar rate plus a margin ranging between 2.25% and 2.75%, as determined by reference to a leverage-based grid. An amendment the Company entered into on September 9, 2016 increased the interest rate under the Revolver at all applicable margin levels by 50% of the increase in the interest rate on the Senior Notes due 2023 (as defined below) agreed to as part of the consent solicitation process for the Senior Notes due 2023 described below. This amendment resulted in an increase in the interest rate payable under the Revolver by 1.75% for the period from September 6, 2016 to December 6, 2016 and, thereafter, an increase of 0.25%.

On October 17, 2017, concurrently with its entry into the New Revolver (as defined below), Terra Operating LLC terminated the Revolver and repaid the outstanding loan amount of $277.0 million, using $27.0 million of cash on hand and $250.0 million of borrowings drawn under the New Revolver. As a result of this revolver exchange, the Company recognized a $4.5 million loss on extinguishment of debt during the year ended December 31, 2017 due to the write-off of the unamortized deferred financing costs for the Revolver as of the termination date.

New Revolver

On October 17, 2017, Terra Operating LLC entered into a new senior secured revolving credit facility (the “New Revolver”). The New Revolver consists of a revolving credit facility in an initial amount of $450.0 million, available for revolving loans and letters of credit, which Terra Operating LLC subsequently elected to increase to $600.0 million on February 6, 2018. The New Revolver matures on the four-year anniversary of the closing date of such facility. Each of Terra Operating LLC’s existing and subsequently acquired or organized domestic restricted subsidiaries (excluding non-recourse subsidiaries) and Terra LLC are or will become guarantors under the New Revolver. $250.0 million of revolving loans were initially drawn and used to repay a portion of the outstanding borrowings under the existing Revolver as discussed above. Subsequent to the initial issuance, an additional $15.0 million of revolving loans were drawn during the fourth quarter of 2017 and $205.0 million of revolving loans were repaid, primarily using $50.0 million of the proceeds from the issuance of the New Term Loan (as defined below) and $150.0 million of the proceeds from the issuance of the New Senior Notes due 2023 and Senior Notes due 2028 (both defined below).

All outstanding amounts under the New Revolver bear interest at a rate per annum equal to, at Terra Operating LLC’s option, either (i) a base rate plus a margin ranging between 1.25% to 2.00% or (ii) a reserve adjusted Eurodollar rate plus a margin ranging between 2.25% to 3.00%. In addition to paying interest on outstanding principal under the New Revolver, the Company is required to pay a standby fee in respect of the unutilized commitments thereunder, payable quarterly in arrears. This standby fee ranges between 0.375% and 0.50% per annum. The New Revolver provides for voluntary prepayments, in whole or in part, subject to notice periods. There are no prepayment penalties or premiums other than customary breakage costs.

The New Revolver, each guarantee and any interest rate, currency hedging or hedging of REC obligations of Terra Operating LLC or any guarantor owed to the administrative agent, any arranger or any lender under the New Revolver is secured by first priority security interests in (i) all of Terra Operating LLC’s, each guarantor’s and certain unencumbered non-recourse subsidiaries’ assets, (ii) 100% of the capital stock of each of Terra Operating LLC and its domestic restricted


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