Hannon Armstrong Sustainable Infrastructure Capital, Inc., a leading investor in climate solutions, 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.