Hannon Armstrong Announces Proposed Private Offering of $200 Million Green Exchangeable Senior Notes
07 April 2022 - 9:18PM
Business Wire
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
(“Hannon Armstrong” or the “Company”) (NYSE: HASI), a leading
investor in climate solutions, today announced, subject to market
conditions, a private offering of $200 million in aggregate initial
principal amount of 0.00% green exchangeable senior notes due 2025
(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”). At issuance, the Notes will be guaranteed by the
Company, Hannon Armstrong Sustainable Infrastructure, L.P. and
Hannon Armstrong Capital, LLC., and will be exchangeable for the
Company’s common stock under certain circumstances.
Upon any exchange of the Notes, holders will receive a number of
shares of the Company’s common stock equal to the product of (i)
the aggregate initial principal amount of Notes to be exchanged,
divided by $1,000 and (ii) the applicable exchange rate, plus cash
in lieu of fractional shares. The Notes will not bear regular
interest and the principal amount of the Notes will accrete at a
rate that provides holders with an aggregate yield to maturity to
be determined at pricing. The exchange rate for the Notes will not
increase on account of the accretion of the Notes’ principal
amount. The shares of the Company’s common stock issuable upon
exchange of the Notes will have certain registration rights. The
Issuers also expect to grant the initial purchasers of the Notes an
option to purchase, during the 13-day period beginning on, and
including the first date on which the Notes are issued, up to $30
million additional aggregate initial principal amount of the
Notes.
The Company intends to utilize the net proceeds of this offering
to acquire or refinance, in whole or in part, new and/or existing
eligible green projects, which include assets that are neutral to
negative on incremental carbon emissions. In addition, 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.
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 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”). 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 Hannon Armstrong
Hannon Armstrong (NYSE: HASI) is the first U.S. public company
solely dedicated to investments in climate solutions, providing
capital to assets developed by leading companies in energy
efficiency, renewable energy, and other sustainable infrastructure
markets. With more than $8 billion in managed assets as of December
31, 2021, our 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 and 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, 2021, which was 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 410-571-6173
investors@hannonarmstrong.com
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