v3.25.1
DEBT
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
Our debt arrangements consisted of the following (in thousands):
Loan AgreementMarch 31, 2025December 31, 2024
Trina Solar AG Note$150,000 $150,000 
Trina Solar (U.S.), Inc. Production Reserve Fee220,000 220,000 
Senior Secured Credit Facility235,000 235,000 
Convertible note - related party80,000 80,000 
Total debt principal685,000 685,000 
Less: unamortized discount(81,843)(82,723)
Total debt603,157 602,277 
Less: current portion115,492 94,367 
Noncurrent portion$487,665 $507,910 
Trina Solar AG Note
In connection with the Trina Business Combination, we entered into a credit agreement with Trina Solar (Schweiz) AG, a related party. The principal on the note is payable in quarterly installments of $7.5 million commencing on December 31, 2025 and concluding on the December 23, 2029 maturity date with the repayment of the final $30.0 million. The note bears interest at a rate per annum equal to 1.0%.
Trina Solar (U.S.), Inc. Production Reserve Fee
In connection with the Trina Business Combination, we assumed a debt obligation with Trina Solar (U.S.), Inc., a related party. The principal on the debt is payable in annual installments of $44.0 million commencing on the first anniversary of the business combination date. Provided that the Company makes all scheduled installment payments, the debt will bear no interest. However, if the Company fails to make an installment payment, both parties shall negotiate a revised payment schedule in good faith, and any unpaid installment balance will accrue interest at a rate of 6.0% per annum.
Senior Secured Credit Facility
In connection with the Trina Business Combination, we assumed a credit agreement with a consortium of banks, with HSBC Bank USA, N.A. serving as the administrative agent (the “Credit Agreement”). This Credit Agreement provides for $235.0 million in borrowings through a senior secured construction-to-term loan facility. The Facility is dedicated to financing the development, construction, and operation of our five gigawatt solar module manufacturing project in Wilmer, Texas, as well as funding related fees and expenses. The Credit Agreement matures on December 31, 2029.
Borrowings under the Credit Agreement are secured by substantially all of our project-related assets. Interest on amounts drawn accrues at our option of either (i) a base rate (as defined in the Credit Agreement) plus a margin of 3.5% or (ii) the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.5%. We may prepay the outstanding amounts or reduce the commitment in whole or in part at any time, subject to certain customary conditions. The Credit Agreement requires us to comply with specified financial and non-financial covenants, including the maintenance of certain leverage ratios, a debt service ratio and a facility commissioning deadline. We were in compliance with the financial and non-financial covenants in the Credit Agreement as of March 31, 2025.
Following the substantial completion of the Wilmer facility and satisfaction of other conditions precedent, the Credit Agreement was converted from a construction loan to a term loan on April 30, 2025. In connection with the conversion, we amended the Credit Agreement to reduce the balance required for our debt service reserve account for the initial period starting on April 30, 2025 and ending on June 30, 2025. As a result, we transferred $22.3 million into a restricted cash account to fund the scheduled principal installment and interest payable on June 30, 2025.
Convertible note - related party
In connection with the Trina Business Combination, we issued an $80.0 million convertible note due in five years to Trina Solar (Schweiz) AG, a related party. The note will convert into our common stock in two stages: (i) into 12.5 million shares of common stock, subject to certain adjustments, within five business days of obtaining approval from the Committee on Foreign Investment in the United States (“CFIUS”) on the Trina Business Combination and (ii) into 17.9 million shares of common stock, subject to certain adjustments, within five business days of securing required stockholder approval. If these conditions are not met, the convertible note may be replaced with a new unsecured senior note on similar terms. The convertible note bears interest at 7% per annum, escalating by an additional 3% every 60 days if conversion does not occur within specified deadlines. As of March 31, 2025, $82.1 million was outstanding on the convertible note.
Interest Rates
As of March 31, 2025, our debt borrowing rates were as follows:
Loan AgreementInterest RateEffective Interest Rate
Trina Solar AG Note1.0%6.0%
Trina Solar (U.S.), Inc. Production Reserve—%4.9%
Senior Secured Credit Facility
SOFR plus 2.5%
7.5%
Convertible note - related party7.0%6.9%
Schedule of Principal Maturities of Debt
The aggregate maturities of long-term debt as of March 31, 2025 were as follows (in thousands):
 
Remainder of 2025
$98,367 
2026136,357 
2027141,578 
2028140,951 
2029167,747 
Thereafter — 
Total  $685,000