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Table of Contents
<br />Energy Asset Financing
<br />Energy Asset Construction Facilities, Financing Facilities, and Term Loans
<br />We have entered into a number of construction and term loan agreements for the purpose of constructing and owning certain renewable energy plants. The physical assets and
<br />the operating agreements related to the renewable energy plants are generally owned by wholly owned, single member "special purpose" subsidiaries of Ameresco. These
<br />construction and term loans are structured as project financings made directly to a subsidiary, and upon commercial operation and achieving certain milestones in the credit
<br />agreement, the related construction loan converts into a term loan. While we are required under generally accepted accounting principles ("GAAP") to reflect these loans as
<br />liabilities on our consolidated balance sheets, they are generally non -recourse and not direct obligations of Ameresco, Inc., except to the extent of completion guarantees and
<br />EPC contracts and certain equity contribution obligations under our August 2023 Construction Credit Facility as described in more detail below.
<br />Our project financing facilities contain various financial and other covenant requirements which include debt service coverage ratios and total funded debt to EBITDA, as
<br />defined. Any failure to comply with the financial or other covenants of our project financings would result in inability to distribute funds from the wholly -owned subsidiary to
<br />Ameresco, Inc. or constitute an event of default in which the lenders may have the ability to accelerate the amounts outstanding, including all accrued interest and unpaid fees.
<br />Material energy asset construction and term loan financings during the year ended December 31, 2023 were as follows:
<br />• March 2023 Construction Credit Facility, 2.00% - we entered into a credit agreement for a construction facility with a total commitment of CAD$100.0 million and as of
<br />December 31, 2023, no funds were drawn under this facility.
<br />• April 2023 Construction Credit Facility, 6.82%, due July 1, 2024 - one of our consolidated joint venture subsidiaries ("JV") entered into a construction loan agreement
<br />with two lenders for a principal amount of up to $140.8 million under an energy asset credit facility. At the closing, the JV drew down $90.9 million for construction of
<br />an energy asset and subsequently drew down an additional $43.5 million. The loan will be repaid after the energy asset project achieves provisional acceptance, through
<br />a sale -leaseback financing under lease agreements entered into between the same parties, as part of the closing documents. We acquired the remaining interest in this JV
<br />in January 2024 when we closed on the acquisition of BCE.
<br />• August 2023 Construction Credit Facility, 9.34%, due August 31, 2026 - we entered into a construction and development loan agreement which provides a loan in a
<br />principal amount of up to $300.0 million. At the closing, we drew down $200.0 million under this facility, of which approximately $187.0 million was used to reimburse
<br />Ameresco for development and construction costs. Subsequent to closing, we drew down an additional $78.9 million. The loan contains a one-year extension option that
<br />can be exercised if certain circumstances are met, including payment of a $3.0 million extension fee. The obligations under the loan are guaranteed by all the related
<br />subsidiaries and are secured by the subsidiaries' assets as well as our equity interest in the borrower entity and in the case of default under the facility, a default under our
<br />Senior Secured Credit Facility or a change in control of Ameresco, Inc., we are required to make capital contributions to the borrower entity who then would be required
<br />to use the proceeds from the capital contributions to repay the construction and development loan.
<br />• October 2022 Financing Facility, 6.70%, due August 31, 2039 - during 2023, we entered into an amendment and an amended and restated loan agreement that increased
<br />the original commitment of $125.0 million to $500.0 million, increased the interest rate to 6.70% and changed the maturity date to August 31, 2039. The loan also
<br />provides for a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender achieving an 8.51 % internal rate of
<br />return ("IRR") on funds borrowed under the facility, or the facility discharge date which was extended to August 31, 2049. During 2023, we drew down a total of $276.7
<br />million under this facility.
<br />As of December 31, 2023, our total construction and term loans outstanding was $1.0 billion. See Note 9 "Debt and Financing Lease Liabilities" for additional information
<br />about these loans.
<br />Sale -leasebacks and Financing Leases
<br />We have entered into sale -leaseback arrangements for solar PV energy assets with multiple investors and in accordance with Topic 842, Leases, all sale -leaseback transactions
<br />that occurred after December 31, 2018, were accounted for as failed sales and the proceeds received from the transactions were recorded as long-term financing facilities.
<br />As of December 31, 2023, our total sale -leasebacks classified as long-term financing facilities outstanding was $185.7 million.
<br />As of December 31, 2023, our total financing leases outstanding was $13.9 million. These are our sale -leaseback arrangements entered into as of December 31, 2018 which
<br />remain under the previous guidance.
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