Sunnova Enters into Stalking Horse Asset Purchase Agreement with Omnidian
Pursuant to the ServiceCo Stalking Horse APA, Omnidian would assume responsibility for customer service and system management obligations for a significant portion of Sunnova's in-service customers. The ServiceCo Stalking Horse APA represents a baseline value for ServiceCo assets and is part of the Company's broader strategy to maximize shareholder value through a sale transaction (or series of sale transactions) pursuant to section 363 of the Bankruptcy Code. Sunnova preserves the option to pursue the ServiceCo transaction on a standalone basis or as part of a combined transaction with a sale of its solar generation and storage portfolio ('AssetCo'), which includes approximately three gigawatts of power generation and is supported by embedded asset-backed securities financing.
The ServiceCo Stalking Horse APA follows Sunnova's previously announced stalking horse bid from an ad hoc group of the Company's unsecured corporate noteholders for both the ServiceCo and AssetCo assets (the 'WholeCo Stalking Horse APA'). Sunnova will continue to solicit bids through its court-supervised marketing process in order to obtain the highest or otherwise best offer for its assets, with a bid deadline on July 21, 2025. The ServiceCo Stalking Horse APA does not replace the WholeCo Stalking Horse APA and both agreements provide a foundation for an efficient and value-maximizing sale process. The designation of the stalking horse bidders is currently set to be heard before the United States Bankruptcy Court for the Southern District of Texas (the 'Court') on July 11, 2025.
Stakeholders can find additional information regarding the Company's chapter 11 process at https://www.sunnova.com/lp/financialrestructuring and at https://restructuring.ra.kroll.com/Sunnova. Stakeholders with questions can contact the Company's claims agent, Kroll, by calling (888) 975-5436 (U.S. and Canada toll free) or +1 (646) 930-4686 (International) or emailing SunnovaInfo@ra.kroll.com.
Advisors
Kirkland & Ellis LLP and Bracewell LLP are serving as legal counsel, Alvarez & Marsal is serving as financial advisor, Moelis & Company LLC is serving as investment banker, and C Street Advisory Group is serving as strategic communications advisor to the Company.
Dorsey & Whitney, LLP and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP are serving as legal counsel to Omnidian.
About Sunnova
Sunnova Energy International Inc. is an industry-leading adaptive energy services company focused on making clean energy more accessible, reliable, and affordable for homeowners and businesses. Through its adaptive energy platform, Sunnova provides a better energy service at a better price to deliver its mission of powering energy independence™. For more information, visit http://www.sunnova.com.
About Omnidian
Omnidian's mission is to protect and accelerate capital investments in clean energy through innovative technology, passionate teams and an amazing customer experience. Headquartered in Seattle, WA and with international operations in Australia, Omnidian serves many of the world's leading renewable energy investors, providing comprehensive protection and performance plans that drive dependable investment returns and long-term asset performance for solar and battery storage systems. Omnidian's global team of 375+ solar enthusiasts supports clients with cutting-edge technology and unparalleled customer service. http://www.omnidian.com.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as 'may,' 'will,' 'should,' 'expects,' 'plans,' 'anticipates,' 'going to,' 'could,' 'intends,' 'target,' 'projects,' 'contemplates,' 'believes,' 'estimates,' 'predicts,' 'potential' or 'continue' or the negative of these words or other similar terms or expressions that concern the Company's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, statements regarding the completion of any sale transactions, including those contemplated by the ServiceCo Stalking Horse APA or the WholeCo Stalking Horse APA; the debtors' continued operation of the business in the ordinary course throughout the sale process and as 'debtors-in-possession'; the Company's expectation to enter into certain agreements and any assumptions underlying any of the foregoing. All statements, other than statements of historical fact, are forward-looking statements. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company's ability to fund its planned operations and its ability to continue as a going concern; the adverse impact of the chapter 11 cases on the Company's business, financial condition and results of operations; the Company's ability to improve its liquidity and long term capital structure and to address its debt service obligations; the Company's ability to maintain relationships with customers, employees and other third parties as a result of the chapter 11 cases; the effects of the chapter 11 cases on the Company and the interests of various constituents, including holders of the Company's common stock; the Company's ability to obtain court approvals with respect to motions filed or other requests made to the Court throughout the course of the chapter 11 cases; the length of time that the Company will operate under chapter 11 protection and the continued availability of operating capital during the pendency of the chapter 11 cases; risk associated with third-party motions in the chapter 11 cases; and the risks and other important factors discussed under the caption 'Risk Factors' in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended, and subsequent Quarterly Reports on Form 10-Q. These forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date, and the Company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
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