Deal Description:Sunnova Energy International Inc. (“Sunnova”) (NYSE: NOVA), a leading U.S. residential solar and energy storage service provider, closed its securitization of leases and power purchase agreements by a wholly owned subsidiary of approximately $226.0 million aggregate principal amount of asset-backed notes in three tranches on February 13, 2023. The three-tranche securitization includes $194.5 million in A- (sf) rated 5.65% notes, $16.5 million in BBB (sf) rated 7.00% notes and $15.0 million in BB- (sf) rated 9.00% notes. The notes are backed by a diverse portfolio of over 21,500 solar rooftop systems distributed across 18 states, Guam and Puerto Rico.The notes are secured by, and payable from the cash flow generated by, the membership interests in wholly owned, direct subsidiaries of the issuing entity and proceeds from the sale of renewable energy credits. Each such subsidiary owns a managing member interest in a project company, three of which are tax equity partnerships.

Sunnova used the proceeds from the sale of the notes for, among other things, a partial prepayment of certain existing financing arrangements and intends to use the remaining net proceeds for general corporate purposes.

Baker Botts L.L.P. represented Sunnova in the transaction.

Other Parties: ATLAS SP Securities, a division of Apollo Global Securities, LLC acted as sole structuring agent and sole bookrunner; Wilmington Trust, National Association acted as Transaction Transition Manager and Indenture Trustee; and U.S. Bank National Association acted as Custodian for the asset-backed notes private placement.

Value: $226.0 million

Baker Botts Lawyers/Office Involved:

Corporate/Finance: Travis Wofford (Partner, Houston); Natasha Khan (Partner, Houston); Frank Schoen (Partner, New York); Jonathan Goldstein (Partner, New York); Eileen Boyce (Partner, Houston); Lyman Paden (Senior Counsel, Houston); Lauren Randle (Senior Associate, Houston); Daniel Jung (Associate, Houston); Ushma Mehta (Associate, Palo Alto); Thomas Blackwell (Associate, Houston); Chandler Block (Associate, Houston); Sarah Dyer (Associate, Houston); Eleana Kartali (Foreign Associate; Washington); Alyssa McCain (Associate, Houston); Johnathan Walker (Associate, Houston); Cade Luedde (Associate, Houston); Blake Vick (Associate, Houston)

Tax: Michael Bresson (Partner, Houston); Chuck Campbell (Special Counsel, Houston); Michael Kovacich (Associate, Houston)

ERISA: Robin Melman (Partner, New York); Gabriela Alvarez (Senior Associate, Houston)

Renewable Energy Regulatory: Emil Barth (Partner, Washington)

Advisory: Danny David (Partner, Houston)

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