UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
Common Stock Offering
On May 24, 2023, Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) entered into an underwriting agreement with J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several underwriters (the “Underwriters”) named in Schedule A thereto (the “Underwriting Agreement”), in connection with the offer and sale by the Company to the Underwriters of 15,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) (which includes 1,956,521 Shares offered and sold pursuant to the Underwriters’ option to purchase additional shares that was exercised in full), at a public offering price of $23.00 per Share. The Company expects net proceeds from the offering to be approximately $333.1 million after deducting the underwriting discounts and commissions and estimated offering expenses. The Shares were offered and sold under a prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission pursuant to a shelf registration statement on Form S-3 (File No. 333-263169) (the “Registration Statement”). The offering closed on May 30, 2023.
The following documents are being filed with this Current Report on Form 8-K and are being incorporated by reference into the Registration Statement: (i) the Underwriting Agreement, (ii) a validity opinion with respect to the Shares, and (iii) an opinion with respect to tax matters.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated May 24, 2023, by and among the Company, J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Clifford Chance US LLP | |
| 8.1 | Tax opinion of Clifford Chance US LLP | |
| 23.1 | Consent of Clifford Chance US LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Clifford Chance US LLP (included in Exhibit 8.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. | ||
| By: | /s/ Steven L. Chuslo | |
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Steven L. Chuslo | |
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Executive Vice President and Chief Legal Officer | |
Date: May 30, 2023