Hannon Armstrong Prices Private Offering of $200 Million Green Exchangeable Senior Notes
08 April 2022 - 4:28PM
Business Wire
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
(“Hannon Armstrong” or the “Company”) (NYSE: HASI), a leading
investor in climate solutions, today announced that it has priced
its 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. The settlement
of the Notes is expected to occur on April 13, 2022, subject to
customary closing conditions.
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, which will
initially be 17.6873, equivalent to an initial exchange price of
approximately $56.54 per share, plus cash in lieu of fractional
shares. The exchange price represents a premium of approximately
32.50% above the last reported sale price of the Company’s common
stock on the New York Stock Exchange on April 7, 2022. 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 of 3.25% if the Notes are not exchanged
for the Company’s common stock at or prior to maturity. 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 have granted to 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 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”). 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 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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