Hannon Armstrong Upsizes & Prices Green Bonds Offering of $375 Million of 3.75% Senior Unsecured Notes & $125 Million of 0% C...
19 August 2020 - 8:45PM
Business Wire
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
(“Hannon Armstrong” or the “Company”) (NYSE: HASI), a leading
investor in climate change solutions, today announced it has
upsized and priced its private offering of $375 million in
aggregate principal amount of 3.75% 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 offering was upsized from
the previously announced $350 million in aggregate principal
amount.
The Senior Unsecured Notes will be guaranteed by the Company,
Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon
Armstrong Capital, LLC. The settlement of the Senior Unsecured
Notes is expected to occur on August 25, 2020, subject to customary
closing conditions. The Notes (as defined below) are expected to be
rated BB+ by Standard & Poor's Rating Services and Fitch
Ratings.
The Company believes the Notes 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 the pricing of its
underwritten public offering of $125 million aggregate principal
amount of its 0% convertible senior notes due August 2023 (the
“Convertible Notes,” and together with Senior Unsecured Notes, the
“Notes”). The Company has granted 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 Convertible Notes will not bear regular interest, and the
principal amount of the Convertible Notes will not accrete. The
conversion rate will initially equal 20.6779 shares of common stock
per $1,000 principal amount of notes, which is equivalent to a
conversion price of approximately $48.36 per share of common stock,
representing a 27.5% conversion premium based on the closing price
of the Company's common stock of $37.93 per share on August 18,
2020. The initial conversion rate is subject to adjustment upon the
occurrence of certain events. The Convertible Notes will mature on
August 15, 2023. The offering of the Convertible Notes is expected
to close on or about August 21, 2021, subject to customary closing
conditions.
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 of
the Convertible Notes 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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