SEC Form SC 13G/A filed by Sunnova Energy International Inc. (Amendment)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Sunnova Energy International Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
86745K104
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 86745K104 | Schedule 13G | Page 1 of 20 |
| 1 |
Names of Reporting Persons
ECP ControlCo, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
OO (Delaware Limited Liability Company) | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 2 of 20 |
| 1 |
Names of Reporting Persons
Energy Capital Partners III, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
OO (Delaware Limited Liability Company) | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 3 of 20 |
| 1 |
Names of Reporting Persons
Energy Capital Partners GP III, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 4 of 20 |
| 1 |
Names of Reporting Persons
Energy Capital Partners III, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 5 of 20 |
| 1 |
Names of Reporting Persons
Energy Capital Partners III-A, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 6 of 20 |
| 1 |
Names of Reporting Persons
Energy Capital Partners III-B, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 7 of 20 |
| 1 |
Names of Reporting Persons
Energy Capital Partners III-C, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 8 of 20 |
| 1 |
Names of Reporting Persons
Energy Capital Partners III-D, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 9 of 20 |
| 1 |
Names of Reporting Persons
Energy Capital Partners GP III Co-Investment (Sunnova), LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
OO (Delaware Limited Liability Company) | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 10 of 20 |
| 1 |
Names of Reporting Persons
Energy Capital Partners III (Sunnova Co-Invest), LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 11 of 20 |
| 1 |
Names of Reporting Persons
ECP Sunnova Holdings GP, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
OO (Delaware Limited Liability Company) | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 12 of 20 |
| 1 |
Names of Reporting Persons
ECP Sunnova Holdings, LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
6,911,664 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
6,911,664 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,911,664 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
6.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 86745K104 | Schedule 13G | Page 13 of 20 |
| ITEM 1. | (a) Name of Issuer: |
Sunnova Energy International Inc. (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
20 East Greenway Plaza, Suite 540
Houston, Texas 77046
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
ECP ControlCo, LLC (“ECP ControlCo”);
Energy Capital Partners III, LLC (“ECP GP”);
Energy Capital Partners GP III, LP (“ECP Fund GP”);
Energy Capital Partners III, LP (“ECP III”);
Energy Capital Partners III-A, LP (“ECP III-A”);
Energy Capital Partners III-B, LP (“ECP III-B”);
Energy Capital Partners III-C, LP (“ECP III-C”);
Energy Capital Partners III-D, LP (“ECP III-D” and together with ECP III, ECP III-A, ECP, ECP III-B and ECP III-C, the “ECP Funds”);
Energy Capital Partners GP III Co-Investment (Sunnova), LLC (“ECP Sunnova GP”);
Energy Capital Partners III (Sunnova Co-Invest), LP (“ECP Sunnova”);
ECP Sunnova Holdings GP, LLC; and
ECP Sunnova Holdings, LP (“ECP Sunnova Holdings”).
| (b) | Address or Principal Business Office: |
The business address for each of the Reporting Persons is 40 Beechwood Road, Summit, NJ 07901.
| (c) | Citizenship of each Reporting Person is: |
Each of the Reporting Persons are organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Common Stock, $0.0001 par value per share (“Common Stock”).
| (e) | CUSIP Number: |
86745K104
| CUSIP No. 86745K104 | Schedule 13G | Page 14 of 20 |
| ITEM 3. |
|
Not applicable.
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2021, based upon 112,266,452 shares of Common Stock outstanding as of October 25, 2021.
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| ECP ControlCo, LLC |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| Energy Capital Partners III, LLC |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| Energy Capital Partners GP III, LP |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| Energy Capital Partners III, LP |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| Energy Capital Partners III-A, LP |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| Energy Capital Partners III-B, LP |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| Energy Capital Partners III-C, LP |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| Energy Capital Partners III-D, LP |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| Energy Capital Partners GP III Co-Investment (Sunnova), LLC |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| Energy Capital Partners III (Sunnova Co-Invest), LP |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| ECP Sunnova Holdings GP, LLC |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
| ECP Sunnova Holdings, LP |
6,911,664 | 6.2 | % | 0 | 6,911,664 | 0 | 6,911,664 | |||||||||||||||||
The securities reported herein are held of record by ECP Sunnova Holdings.
ECP ControlCo is the managing member of ECP GP, which is the managing member of ECP Sunnova GP. ECP Sunnova GP is the general partner of ECP Sunnova. ECP GP is the general partner of ECP Fund GP, which is the general partner of each of the ECP Funds. ECP Sunnova and the ECP Funds are the managing members of ECP Sunnova Holdings GP, LLC, which is the general partner of ECP Sunnova Holdings. As such, each of the foregoing entities may be deemed to share beneficial ownership of the Common Stock reported herein.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| CUSIP No. 86745K104 | Schedule 13G | Page 15 of 20 |
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 86745K104 | Schedule 13G | Page 16 of 20 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 10, 2022
| ECP ControlCo, LLC | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners III, LLC | ||
| By: ECP ControlCo, LLC, its managing member | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners GP III, LP | ||
| By: Energy Capital Partners III, LLC, its general partner | ||
| By: ECP ControlCo, LLC, its managing member | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: | Managing Member | |
| Energy Capital Partners III, LP | ||
| By: Energy Capital Partners GP III, LP, its general partner | ||
| By: Energy Capital Partners III, LLC, its general partner | ||
| By: ECP ControlCo, LLC, its managing member | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: Managing Member | ||
| CUSIP No. 86745K104 | Schedule 13G | Page 17 of 20 |
| Energy Capital Partners III-A, LP | ||
| By: Energy Capital Partners GP III, LP, its general partner | ||
| By: Energy Capital Partners III, LLC, its general partner | ||
| By: ECP ControlCo, LLC, its managing member | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: Managing Member | ||
| Energy Capital Partners III-B, LP | ||
| By: Energy Capital Partners GP III, LP, its general partner | ||
| By: Energy Capital Partners III, LLC, its general partner | ||
| By: ECP ControlCo, LLC, its managing member | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: Managing Member | ||
| Energy Capital Partners III-C, LP | ||
| By: Energy Capital Partners GP III, LP, its general partner | ||
| By: Energy Capital Partners III, LLC, its general partner | ||
| By: ECP ControlCo, LLC, its managing member | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: Managing Member | ||
| CUSIP No. 86745K104 | Schedule 13G | Page 18 of 20 |
| Energy Capital Partners III-D, LP | ||
| By: Energy Capital Partners GP III, LP, its general partner | ||
| By: Energy Capital Partners III, LLC, its general partner | ||
| By: ECP ControlCo, LLC, its managing member | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: Managing Member | ||
| Energy Capital Partners GP III Co-Investment (Sunnova), LLC | ||
| By: Energy Capital Partners III, LLC, its managing member | ||
| By: ECP ControlCo, LLC, its managing member | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: Managing Member | ||
| Energy Capital Partners III (Sunnova Co-Invest), LP | ||
| By: Energy Capital Partners GP III Co-Investment (Sunnova), LLC, its general partner | ||
| By: Energy Capital Partners III, LLC, its managing member | ||
| By: ECP ControlCo, LLC, its managing member | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: Managing Member | ||
| ECP Sunnova Holdings GP, LLC | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: President | ||
| CUSIP No. 86745K104 | Schedule 13G | Page 19 of 20 |
| ECP Sunnova Holdings, LP | ||
| By: ECP Sunnova Holdings GP, LLC, its general partner | ||
| By: | /s/ Rahman D’Argenio | |
| Name: | Rahman D’Argenio | |
| Title: President | ||
| CUSIP No. 86745K104 | Schedule 13G | Page 20 of 20 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement (previously filed). | |