HA Sustainable Infrastructure Capital, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Equity

Equity

9 Months Ended

Sep. 30, 2017

Equity [Abstract]

Equity

11.

Equity

Dividends and Distributions

Our board of directors declared the following dividends in 2016 and 2017:

Announced Date

Record Date

Pay Date

Amount per
share

3/15/16

3/30/16

4/7/16

0.30

6/07/16

7/06/16

7/14/16

0.30

9/15/16

10/05/16

10/13/16

0.30

12/13/16

12/29/16

⁽¹⁾

1/12/17

0.33

3/15/17

4/05/17

4/13/17

0.33

6/01/17

7/06/17

7/13/17

0.33

9/12/17

10/05/17

10/16/17

0.33

(1)	This dividend was treated as a distribution in 2017 for tax purposes.

We have an effective universal shelf registration statement registering the potential offer and sale, from time to time and in one or more offerings, of any combination of our common stock, preferred stock, depositary shares, debt securities, warrants and rights (collectively referred to as the “securities”). We may offer the securities directly, through agents, or to or through underwriters by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale or at negotiated prices and may include “at the market” (“ATM”) offerings or sales “at the market,” to or through a market maker or into an existing trading market on an exchange or otherwise. We completed the following public offerings and ATM offerings of our common stock in 2016 and 2017:


Closing Date	Common Stock Offerings	Shares Issued⁽¹⁾		Price Per Share			Net Proceeds⁽²⁾
		(amounts in millions, except per share amounts)
6/21/16	Public Offering		4.600	$	19.78	⁽³⁾	$	91
5/9/16 to 6/30/16	ATM		0.065	$	20.31	⁽⁴⁾	$	1
11/09/16	Public Offering		4.025	$	19.28	⁽³⁾	$	77
12/13/16 to 12/29/16	ATM		0.407	$	19.47	⁽⁴⁾	$	8
1/20/17 to 2/2/17	ATM		0.197	$	19.18	⁽⁴⁾	$	4
3/10/17	Public Offering		3.450	$	18.73	⁽³⁾	$	64
5/17/17 to 6/22/17	ATM		1.376	$	22.71	⁽⁴⁾	$	31

(1)	Includes shares issued in connection with the exercise of the underwriters’ option to purchase additional shares.

(2)	Net proceeds from the offerings is shown after deducting underwriting discounts, commissions and other offering costs.

(3)	Represents the price per share at which the underwriters in our public offerings purchased our shares.

(4)	Represents the average price per share at which investors in our ATM offerings purchased our shares.

Awards of Shares of Restricted Common Stock and Restricted Stock Units under our 2013 Plan

We have issued awards with service, performance and market conditions. During the nine months ended September 30, 2017, our board of directors awarded employees and directors 707,648 shares of restricted stock and restricted stock units that vest from 2017 to 2021. As of September 30, 2017, as it relates to previously issued restricted stock awards with performance conditions, we have concluded that it is probable that the performance conditions will be met.

For the three and nine months ended September 30, 2017, we recorded $3 million and $8 million, respectively, of equity-based compensation expense as compared to $3 million and $7 million, respectively, for the three and nine months ended September 30, 2016. The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $15 million as of September 30, 2017. We expect to recognize compensation expense related to these awards over a weighted-average term of approximately two years. A summary of the unvested shares of restricted common stock that have been issued is as follows:


	Restricted Shares of Common Stock			Weighted Average Share Price		Value (in millions)
Ending Balance — December 31, 2015		1,248,069		$	15.16	$	18.9
Granted		661,055			18.62		12.3
Vested		(716,264	)		14.03		(10.0	)
Forfeited		(11,188	)		17.25		(0.2	)

Ending Balance — December 31, 2016		1,181,672		$	17.76	$	21.0
Granted		451,614			19.04		8.6
Vested		(217,833	)		14.15		(3.1	)
Forfeited		(4,519	)		18.72		(0.1	)

Ending Balance — September 30, 2017		1,410,934		$	18.72	$	26.4

A summary of the unvested shares of restricted stock units that have market based vesting conditions that have been issued is as follows:


	Restricted Stock Units⁽¹⁾			Weighted Average Share Price		Value (in millions)
Ending Balance — December 31, 2016		—			—		—
Granted		256,034		$	18.99	$	4.9
Vested		(376	)		18.99		—
Forfeited		(1,202	)		18.99		—

Ending Balance — September 30, 2017		254,456		$	18.99	$	4.9

(1)	As discussed in Note 2 these restricted stock units vest between 0% and 200% of the target. The amounts shown represent the number of restricted stock units at 100% of target.