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

Annual report pursuant to Section 13 and 15(d)

Equity

Equity

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Equity

Dividends and Distributions

Our board of directors declared the following dividends in 2017 and 2018:



Announced Date	Record Date		Pay Date	Amount per share
3/15/2017	4/5/2017		4/13/2017	$	0.33
6/1/2017	7/6/2017		7/13/2017	0.33
9/12/2017	10/5/2017		10/16/2017	0.33
12/12/2017	12/26/2017	⁽¹⁾	1/11/2018	0.33
2/21/2018	4/4/2018		4/12/2018	0.33
5/31/2018	7/5/2018		7/12/2018	0.33
9/12/2018	10/3/2018		10/11/2018	0.33
12/12/2018	12/26/2018	⁽¹⁾	1/10/2019	0.33


(1)	These dividends are treated as distributions in the following year 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 (including ATM issuances) of our common stock in 2017 and 2018:



Closing Date	Common Stock Offerings	Shares Issued ⁽¹⁾	Price Per Share			Net Proceeds ⁽²⁾
		(amounts in millions, except per share amounts)
1/20/17 to 2/2/17	ATM	0.197	$	19.18	⁽³⁾	$	4
3/10/2017	Public Offering	3.450	18.73		⁽⁴⁾	64
5/17/17 to 6/22/17	ATM	1.376	22.71		⁽³⁾	31
5/18/18 to 6/25/18	ATM	0.834	18.76		⁽³⁾	15
11/15/18 to 12/11/2018	ATM	2.777	23.37		⁽³⁾	64
12/17/2018	Public Offering	5.000	21.60		⁽⁴⁾	108


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


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


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


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

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

We have 5,135,043 awards authorized for issuance under our 2013 Plan. As of December 31, 2018, we have issued awards with service, performance and market conditions and have 1,829,609 awards remaining available for issuance. During the year ended December 31, 2018, our board of directors awarded employees and directors 630,234 shares of restricted stock and restricted stock units that vest from 2019 to 2023. As of December 31, 2018, 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.

A summary of equity-based compensation expense and the fair value of shares vested on the vesting date for the years ended December 31, 2018, 2017, and 2016 is as follows:



	2018		2017		2016
	(in millions)
Equity-based compensation expense	$	10	$	11	$	10
Fair value of awards vested on vesting date	7		5		14

The total unrecognized compensation expense related to awards of shares of restricted stock and restricted stock units was approximately $12 million as of December 31, 2018. We expect to recognize compensation expense related to these awards over a weighted-average term of approximately 2 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	452,864		19.06		8.6
Vested	(230,424	)	14.41		(3.3		)
Forfeited	(4,519	)	18.72		(0.1		)
Ending Balance—December 31, 2017	1,399,593		$	18.73	$	26.2
Granted	454,106		19.72		9.0
Vested	(370,072	)	18.88		(7.0		)
Forfeited	(96,871	)	18.92		(1.8		)
Ending Balance—December 31, 2018	1,386,756		$	19.00	$	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		Weighted Average Share Price		Value
					(in millions)
Ending Balance—December 31, 2016	—		$	—	$	—
Granted	257,284		18.99		4.9
Vested	(376	)	18.99		—
Forfeited	(1,202	)	18.99		—
Ending Balance—December 31, 2017	255,706		$	18.99	$	4.9
Granted	176,128		20.24		3.5
Vested	(20,368	)	18.99		(0.4		)
Forfeited	(18,318	)	19.05		(0.3		)
Ending Balance—December 31, 2018	393,148		$	19.55	$	7.7