Hannon Armstrong Announces Green Bonds Offering of $350 Million of Senior Unsecured Notes and $125 Million of Convertible Not...
18 August 2020 - 9:09PM
Business Wire
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
(“Hannon Armstrong” or the “Company”) (NYSE: HASI), a leading
investor in climate change solutions, today announced, subject to
market conditions, a private offering of $350 million in aggregate
principal amount of senior unsecured notes due 2030 (the “Senior
Unsecured 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 Senior Unsecured Notes will be guaranteed
by the Company, Hannon Armstrong Sustainable Infrastructure, L.P.,
and Hannon Armstrong Capital, LLC.
The Company believes the Notes (as defined below) meet the
environmental eligibility criteria for green bonds as defined by
the International Capital Market Association’s Green Bond
Principles. The Company intends to utilize the net proceeds of the
offering of the Notes to acquire or refinance, in whole or in part,
eligible green projects, which include assets that are neutral to
negative on incremental carbon emissions. In addition, these
projects may include projects with disbursements made during the
twelve months preceding the issue date of the bonds and those with
disbursements to be made following the issue date. Prior to the
full investment of such net proceeds, the Company intends to invest
such net proceeds in interest-bearing accounts and short-term,
interest-bearing securities which are consistent with the Company's
intention to continue to qualify for taxation as a REIT.
The Senior Unsecured Notes and the related guarantees will be
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 Senior Unsecured 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.
Additionally, the Company announced it is commencing an
underwritten public offering, subject to market conditions and
other factors, of $125 million of convertible notes due August 2023
(the “Convertible Notes,” and together with Senior Unsecured Notes,
the “Notes”). The Company also plans to grant to the underwriters a
30‑day over-allotment option to purchase up to an additional $18.75
million aggregate principal amount of the Convertible Notes. The
interest rate, conversion rate and other terms of the Convertible
Notes will be determined at the time of pricing the offering.
Morgan Stanley is acting as a sole book-running manager and
Oppenheimer & Co. Inc. is acting as a co-manager for the
offering of the Convertible Notes.
A registration statement relating to the Convertible Notes has
been filed with the Securities and Exchange Commission ("SEC") and
has become effective. The offering of the Convertible Notes will be
made by means of a preliminary prospectus supplement and
accompanying prospectus. A copy of the preliminary prospectus
supplement and accompanying prospectus related to the offering can
be obtained by contacting Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY
10014, or email: prospectus@morganstanley.com.
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 Hannon Armstrong
Hannon Armstrong (NYSE: HASI) is the first U.S. public company
solely dedicated to investments in climate change solutions,
providing capital to leading companies in energy efficiency,
renewable energy, and other sustainable infrastructure markets.
With more than $6 billion in managed assets as of June 30, 2020,
Hannon Armstrong’s core purpose is to make climate-positive
investments with superior risk-adjusted returns.
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 for the Company’s
fiscal year ended December 31, 2019 and the Company’s Quarterly
Reports on Form 10-Q for the Company’s quarters ended March 31,
2020 and June 30, 2020, which were filed with the 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 Chad Reed 410-571-6189
investors@hannonarmstrong.com
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