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DEBT
 9 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
DEBT DEBT
Our debt arrangements consisted of the following (in thousands):
Loan AgreementSeptember 30, 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 Facility205,206 235,000 
Convertible note - related party47,092 80,000 
Total debt principal622,298 685,000 
Less: unamortized discount(74,972)(82,723)
Total debt547,326 602,277 
Less: current portion120,096 94,367 
Noncurrent portion$427,230 $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 closing of the Trina Business Combination and matures on December 23, 2029. 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 $235.0 million senior secured credit agreement with a consortium of banks, with HSBC Bank USA, N.A. serving as the administrative agent (as amended, the “Credit Agreement”). The Credit Agreement 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%. 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 in Q2 2025 resulting in the start of principal repayments. We may prepay outstanding amounts 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 a debt service ratio. We were in compliance with the financial and non-financial covenants in the Credit Agreement through the date of this Report.
On November 14, 2025 we entered into a Letter Agreement and Amendment No. 7 to our Credit Agreement pursuant to which we received a waiver for, among other things, any non-compliance under the Credit Agreement as a result of the potential dispute with one of the Company’s acquired customer contracts that occurred during the quarter ended September 30, 2025, and consent for entry into an offtake contract with a different counterparty.
Convertible note - related party
In connection with the Trina Business Combination, we issued an $80.0 million convertible note on December 23, 2024 due in five years to Trina Solar (Schweiz) AG, a related party. Under the terms of the note, conversion into our common stock was expected to take place 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. The convertible note had an initial interest rate of 7% per annum and escalates by an additional 3% starting six months after the closing of the Trina Business Combination and every 60 days thereafter if conversion does not occur within specified deadlines.
On September 5, 2025, the first stage of the convertible note was converted into 12.5 million shares of common stock. A special meeting of stockholders is scheduled to be held on December 3, 2025 to obtain shareholder approval for the conversion of the remaining balance of the convertible note into 17.9 million shares of common stock.
Interest Rates
As of September 30, 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 party
13.0%13.0%
Schedule of Principal Maturities of Debt
The aggregate maturities of long-term debt as of September 30, 2025 were as follows (in thousands):
Remainder of 2025
$64,574 
2026120,357 
2027125,578 
2028124,950 
2029186,839 
Thereafter— 
Total $622,298