HASI Upsizes and Prices Add-On Private Offering of $200 Million of Green Senior Unsecured Notes at a Yield to Maturity of 7.08%
10 January 2024 - 12:38PM
Business Wire
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
(“HASI,” “our,” or the “Company”) (NYSE: HASI), a leading investor
in climate solutions, today announced that it has upsized and
priced its private offering of $200 million in aggregate principal
amount of 8.00% green senior unsecured notes due 2027 (the “Notes”)
by its indirect subsidiaries, HAT Holdings I LLC (“HAT I”) and HAT
Holdings II LLC (“HAT II,” and together with HAT I, the “Issuers”).
The Notes will be additional notes and form part of the same class
as the Company’s existing 8.00% green senior unsecured notes due
2027. At issuance, the Notes will be guaranteed by the Company,
Hannon Armstrong Sustainable Infrastructure, L.P. and Hannon
Armstrong Capital, LLC. The primary rationale for the issuance is
to fund seven identified near-term opportunities in the pipeline
across Behind-the-Meter, Grid-Connected and Fuels, Transport, and
Nature markets and at weighted average anticipated yield of
approximately 11%, resulting in high-teen Return on Equity. The
offering was upsized from the previously announced $100 million in
aggregate principal amount. The Notes have been priced at 102.75%,
plus accrued interest with a yield to maturity of 7.08% and yield
to worst of 7.02%. The settlement of the Notes is expected to occur
on January 12, 2024, subject to customary closing conditions.
The Company estimates that the net proceeds from the offering of
the Notes will be approximately $204.4 million, after deducting the
initial purchasers’ discounts and commissions and estimated
offering expenses. The Company intends to allocate an amount equal
to the net proceeds of the offering to acquire, invest in or
refinance, in whole or in part, new and/or existing eligible green
projects and for general corporate purposes, but in all cases the
Company will use cash equal to the net proceeds from this offering
to acquire, invest in or refinance, in whole or in part, new and/or
existing Eligible Green Projects. These eligible green projects may
include projects with disbursements made during the twelve months
preceding the issue date of the Notes and those with disbursements
to be made following the issue date. Additional investment
opportunities have also already been identified and are consistent
with the Company’s normal course investment profile. Prior to the
full investment of such net proceeds, the Company intends to apply
the net proceeds to temporarily repay a portion of the outstanding
borrowings under the Company’s unsecured revolving credit facility
and will be re-borrowed when investments are funded. Any net
proceeds from this offering not used to temporarily repay the
unsecured credit facility, to invest such net proceeds in
interest-bearing accounts and short-term, interest-bearing
securities.
The Notes and the related guarantees are being offered only to
persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and non-U.S. persons outside the United
States pursuant to Regulation S under the Securities Act. The Notes
and the related guarantees will not be registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States absent an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act or any state securities
laws.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About HASI
HASI (NYSE: HASI) is a leading climate positive public company
that actively partners with clients to deploy real assets that
facilitate the energy transition. With more than $11 billion in
managed assets, our vision is that every investment improves our
climate future.
Forward-Looking Statements
Some of the information in this press release contains
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. When used in this
press release, words such as “believe,” “expect,” “anticipate,”
“estimate,” “plan,” “continue,” “intend,” “should,” “may,”
“target,” or similar expressions are intended to identify such
forward-looking statements. Forward-looking statements are subject
to significant risks and uncertainties. Investors are cautioned
against placing undue reliance on such statements. Actual results
may differ materially from those set forth in the forward-looking
statements. Factors that could cause actual results to differ
materially from those described in the forward-looking statements
include those discussed under the caption “Risk Factors” included
in the Company’s Annual Report on Form 10-K (as supplemented by our
Form 10-K/A) for the Company’s fiscal year ended December 31, 2022,
which were filed with the U.S. Securities and Exchange Commission
(“SEC”), as well as in other reports that the Company files with
the SEC.
Forward-looking statements are based on beliefs, assumptions and
expectations as of the date of this press release. The Company
disclaims any obligation to publicly release the results of any
revisions to these forward-looking statements reflecting new
estimates, events or circumstances after the date of this press
release.
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INVESTOR RELATIONS INQUIRIES Neha Gaddam 410-571-6189
investors@hasi.com
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