Authorization

Sunnova Announces Pricing of Primary and Secondary Offering of Shares of Common Stock

Sunnova Energy International Inc. ("Sunnovaa??) (NYSE: NOVA) today announced the pricing of its underwritten public offering (the "Offeringa??) of 7,000,000 shares of Sunnovaa??s common stock, par value $0.0001 per share (the "common stocka??), which consists of 3,500,000 shares of common stock offered by Sunnova and 3,500,000 shares of common stock offered by a fund affiliated with Newlight Partners (the "Selling Stockholdera??) at a price to the public of $37.00 per share. Sunnova has granted the underwriters a 30-day option to purchase an additional 525,000 shares of common stock, and the Selling Stockholder has granted the underwriters a 30-day option to purchase an additional 525,000 shares of common stock.

The Offering is expected to settle and close on December 3, 2020, subject to the satisfaction of customary closing conditions.

Sunnova estimates that the net proceeds from the sale of shares of the common stock in this Offering, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by Sunnova, will be approximately $123.9 million (or approximately $142.6 million if the underwriters exercise in full their option to purchase additional shares of our common stock). Sunnova will not receive any proceeds from the sale of the shares by the Selling Stockholder in the Offering. Sunnova intends to use the net proceeds from this Offering to acquire solar equipment, for the repayment of indebtedness, including to redeem approximately $39.0 million aggregate principal amount of the 9.75% convertible senior notes due 2025 (the "convertible senior notesa??), excluding accrued and unpaid interest, and for working capital purposes.

Goldman Sachs & Co. LLC, BofA Securities, J.P. Morgan and Credit Suisse are acting as joint book-running managers of the Offering. Baird, Roth Capital Partners, Simmons Energy | A Division of Piper Sandler, B. Riley Securities, JMP Securities, KeyBanc Capital Markets and Raymond James are acting as co-managers.

Sunnova has filed a shelf registration statement on Form S-3 relating to the Offering (including a prospectus) with the Securities and Exchange Commission (the "SECa??) that has become effective. The shares will be issued and sold pursuant to such effective registration statement. A prospectus supplement relating to the Offering has also been filed with the SEC. Before you invest, you should read the prospectus, the prospectus supplement and other documents that Sunnova may file with the SEC for more complete information about Sunnova and this Offering. A copy of the prospectus supplement and accompanying prospectus relating to the Offering may be obtained from Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, Telephone: 1-866-471-2526, Facsimile: 212-902-9316, Email: Prospectus-ny@ny.email.gs.com; BofA Securities, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at dg.prospectus_requests@bofa.com; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone 1-866-803-9204 or by email at prospectus-eq_fi@jpmchase.com; and Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, NC 27560, by calling 1-800-221-1037, or by emailing usa.prospectus@credit-suisse.com.
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