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Table of Contents
<br />AMERESCO, INC.
<br />NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<br />(In thousands, except per share amounts)
<br />reserve accounts. Subject to certain conditions, the facility allows for additional draws to be made up to the remaining principal amount to fund the construction and operation of
<br />renewable natural gas projects owned and operated by the project companies.
<br />The amendment and restatement also contained the following amended terms:
<br />• The loan bears interest at a rate of6.70% with a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender
<br />achieving an 8.51 % internal rate of return ("MR') on funds borrowed under the facility, or the facility discharge date which was extended to August 31, 2049.
<br />• The loan maturity date was changed from May 31, 2038 to August 31, 2039
<br />• All borrowings may be paid before maturity in whole or in part at RNG Holdings' option after August 30, 2027 provided that the lender's IRR is achieved, and against a
<br />prepayment of 102% of par for prepayments between August 31, 2027 and August 31, 2029 and 101 % of par for prepayments between September 1, 2029 and
<br />August 30, 2031. No call premium applies for payments after August 30, 2031.
<br />At closing, we incurred lender's fees of $509, which was recorded as debt discount, and S305 in debt issuance costs which were expensed in other expenses, net during the year
<br />ended December 31, 2023.
<br />In December 2023, we drew down an additional $21,176 under this facility and as of December 31, 2023, $348,020 was outstanding, net of unamortized debt discount and
<br />issuance costs of $1,073.
<br />June 2022 Term Shelf Notes, 5.45%, due March 2042 under July 2021 Financing Facility
<br />In June 2022, two senior secured notes ("Shelf Notes") due March 31, 2042 were issued under our shelf facility, with gross proceeds of $J 13. The Shelf Notes bear interest at
<br />a fixed rate of 5.45% per annum and are payable quarterly commencing September 30, 2022.
<br />March 2023 Term Shelf Notes 5.9901o, due December 2047 under July 2021 Financing Facility
<br />On March 28, 2023, three senior secured notes ("Shelf Notes") due December 31, 2047 were issued under our shelf facility, with gross proceeds of 22,625. The Shelf Notes
<br />bear interest at a fixed rate of 5.99% per annum and are payable quarterly commencing June 30, 2023. At closing, we incurred 282 in lender fees and debt issuance costs. In
<br />connection with the Shelf Notes, we recorded a derivative instrument for make -whole provisions with an initial value of $3,123, which was recorded as a debt discount.
<br />September 2015 Variable Rate Term Loan, 7.21 %, due March 2028
<br />On March 30, 2023, we entered into an amended and restated financing agreement ("Amended Agreement") with the existing bank that extended the maturity date of the loan
<br />from March 30, 2023 to March 28, 2028. The Amended Agreement consists of a term loan of $14,084, an incremental term loan of $359 and a letter of credit of $899. The term
<br />loan bears interest at a variable rate, with interest payments due in quarterly installments. The rate at December 31, 2023 was 7.21 % per annum. The remaining principal balance
<br />and unpaid interest is due March 28, 2028. As a result of this refinancing, we entered into a new interest rate swap contract with an initial notional amount of $14,084 and
<br />termination date of December 31, 2040. See Note 19 Derivative Instruments and Hedging Activities for additional information on this new swap contract.
<br />Debt Instruments - Energy Project Asset Acquisition
<br />As discussed in Note 4, on August 4, 2023, we acquired an energy asset project. The adjusted purchase price for phase 1 was $7,964.
<br />August 2023 Construction Revolver, 6.85116, due April 2030
<br />In connection with the acquisition, we assumed a construction loan in the amount of S6,270. The construction loan bears interest at a monthly variable SOFR term rate, which
<br />was 6.85% per annum. Subject to the terms and conditions contained in the assumed credit agreement, the construction loan should have been converted into a term loan on or
<br />prior to July 31, 2023. On February 26, 2024, we received a waiver on this default and converted $36,270 of the construction loan into a term loan, which has a maturity date of
<br />April 2030. Therefore, the construction loan was classified as non -current at December 31, 2023.
<br />August 2023 Seller's Promissory Note, 5.00916, due January 2024
<br />We financed a portion of the purchase price for this acquisition through a seller's note in the amount of $'16,694.
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