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

Annual report pursuant to Section 13 and 15(d)

Long-term Debt

Long-term Debt

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Long-term Debt

Non-recourse debt

We have outstanding the following asset-backed non-recourse debt and bank loans:


	Outstanding Balance as of December 31,				Interest Rate		Maturity Date	Anticipated Balance at Maturity		Carrying Value of Assets Pledged as of December 31,				Description of Assets Pledged
	2022		2021							2022		2021
	(dollars in millions)
HASI Sustainable Yield Bond 2015-1A	$	73	$	77	4.28	%	October 2034	$	—	$	136	$	139	Receivables, real estate, real estate intangibles, and restricted cash



HASI SYB Trust 2016-2	56		62		4.35	%	April 2037	—		63		70		Receivables and restricted cash


HASI SYB Trust 2017-1	141		146		3.86	%	March 2042	—		231		208		Receivables, real estate, real estate intangibles, and restricted cash
Lannie Mae Series 2019-1	90		93		3.68	%	January 2047	—		120		110		Receivables, real estate, real estate intangibles, and restricted cash
Other non-recourse debt (1)	82		62		3.15% - 7.45%		2022 to 2032	18		82		65		Receivables
Unamortized financing costs	(9)		(10)
Non-recourse debt (2)	$	433	$	430

(1)Other non-recourse debt consists of various debt agreements used to finance certain of our receivables. Scheduled debt service payment requirements are equal to or less than the cash flows received from the underlying receivables.

(2)The total collateral pledged against our non-recourse debt was $632 million and $592 million as of December 31, 2022 and December 31, 2021, respectively, which includes $20 million and $19 million of restricted cash balance was pledged for debt service as of December 31, 2022 and December 31, 2021, respectively.

We have pledged the financed assets, and typically our interests in one or more parents or subsidiaries of the borrower that are legally separate bankruptcy remote special purpose entities as security for the non-recourse debt. There is no recourse for repayment of these obligations other than to the applicable borrower and any collateral pledged as security for the obligations. Generally, the assets and credit of these entities are not available to satisfy any of our other debts and obligations. The creditors can only look to the borrower, the cash flows of the pledged assets and any other collateral pledged, to satisfy the debt and we are not otherwise liable for nonpayment of such cash flows. The debt agreements contain terms, conditions, covenants, and representations and warranties that are customary and typical for transactions of this nature, including limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds and stock repurchases. The agreements also include customary events of default, the occurrence of which may result in termination of the agreements, acceleration of amounts due, and accrual of default interest. We typically act as servicer for the debt transactions. We were in compliance with all covenants as of December 31, 2022 and 2021.

We have guaranteed the accuracy of certain of the representations and warranties and other obligations of certain of our subsidiaries under certain of the debt agreements and provided an indemnity against certain losses from “bad acts” of such subsidiaries including fraud, failure to disclose a material fact, theft, misappropriation, voluntary bankruptcy or unauthorized transfers.

The stated minimum maturities of non-recourse debt as of December 31, 2022, were as follows:


Year Ending December 31,	Future minimum maturities
	(in millions)
2023	$	28
2024	29
2025	27
2026	26
2027	34
Thereafter	298
Total minimum maturities	442
Unamortized financing costs	(9)
Total non-recourse debt	$	433

The stated minimum maturities of non-recourse debt above include only the mandatory minimum principal payments. To the extent there are additional cash flows received from our investments in climate solutions projects serving as collateral for certain of our non-recourse debt facilities, these additional cash flows may be required to be used to make additional principal payments against the respective debt. Any additional principal payments made due to these provisions may impact the anticipated balance at maturity of these financings. To the extent there are not sufficient cash flows received from those investments pledged as collateral, the investor has no recourse against other corporate assets to recover any shortfalls.

Senior Unsecured Notes

We have outstanding senior unsecured notes issued jointly by certain of our TRS and are guaranteed by the Company and certain other subsidiaries (the “Senior Unsecured Notes”). The Senior Unsecured Notes are subject to covenants that limit our ability to incur additional indebtedness and require us to maintain unencumbered assets of not less than 120% of our unsecured debt. These covenants will terminate on any date at which the Senior Unsecured Notes have been rated investment grade by two of the three major credit rating agencies and no event of default has occurred. We are in compliance with all of our covenants as of December 31, 2022 and 2021. The Senior Unsecured Notes impose certain requirements in the event that we merge with or sell substantially all of our assets to another entity. We allocate an amount equal to the net proceeds of our Senior Unsecured Notes to the acquisition or refinance of, in whole or in part, eligible green projects, including assets that are neutral to negative on incremental carbon emissions.

The following are summarized terms of the Senior Unsecured Notes:

Outstanding Principal Amount

Maturity Date

Stated Interest Rate

Interest Payment Dates

Redemption Terms Modification Date

(in millions)

2025 Notes

400

April 15, 2025

6.00

April 15 and
October 15th

April 15, 2022 (1)

2026 Notes

1,000

June 15, 2026

3.38

June 15 and December 15

March 15, 2026 (1)

2030 Notes

375

(2)

September 15, 2030

3.75

February 15th and August 15th

September 15, 2022 (3)

(1)Prior to this date, we may redeem, at our option, some or all of the 2025 Notes or 2026 Notes for the outstanding principal amount plus the applicable “make-whole” premium as defined in the indenture governing the 2025 Notes or 2026 Notes plus accrued and unpaid interest through the redemption date. In addition, prior to this date, we may redeem up to 40% of the Senior Unsecured Notes using the proceeds of certain equity offerings at a price equal to par plus the coupon percentage of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable redemption date. On, or subsequent to, this date we may redeem the 2025 or 2026 Notes in whole or in part at redemption prices defined in the indenture governing the 2025 Notes or 2026 Notes, plus accrued and unpaid interest though the redemption date.

(2)We issued the $375 million aggregate principal amount of the 2030 Notes for total proceeds of $371 million ($367 million net of issuance costs) at an effective interest rate of 3.87%.

(3)Prior to this date, we may, at our option on one or more occasions redeem up to 40% of the 2030 Notes using the proceeds of certain equity offerings at a price equal to 103.75% of the principal amount thereof; plus accrued but unpaid interest, if any, to, but excluding the applicable redemption date. At any point prior to maturity, we may redeem, at our option, some or all of the 2030 Notes plus the applicable “make-whole” premium as defined in the indenture governing the 2030 Notes plus accrued and unpaid interest through the redemption date.

The following table presents a summary of the components of the Senior Unsecured Notes:


	As of and for the year ended December 31,
	2022		2021
	(in millions)
Principal	$	1,775	$	1,775
Accrued interest	12		12
Unamortized premium (discount)	(3)		(3)
Less: Unamortized financing costs	(16)		(21)
Carrying value of Senior Unsecured Notes	$	1,768	$	1,763
Interest expense	$	77	$	72

Convertible Senior Notes

We have outstanding $144 million aggregate principal amount of convertible senior notes and $200 million aggregate principal amount of exchangeable senior notes, together “Convertible Notes”. Holders may convert or exchange any of their Convertible Notes into shares of our common stock at the applicable conversion or exchange ratio at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, unless the Convertible Notes have been previously redeemed or repurchased by us.

The following are summarized terms of the Convertible Notes as of December 31, 2022:


	Outstanding Principal Amount			Maturity Date	Stated Interest Rate		Interest Payment Dates	Conversion/Exchange Ratio	Conversion/ Exchange Price	Issuable Shares	Dividend Threshold Amount (1)
	(in millions)									(in millions)
2022 Convertible Senior Notes	$	—	(2)	September 1, 2022	4.125	%	March 1 and September 1	36.8366	$27.15	—	$0.330
2023 Convertible Senior Notes	144			August 15, 2023	0.000	%	N/A	20.7767	$48.13	3.0	$0.340
2025 Exchangeable Senior Notes	200		(3)	May 1, 2025	0.000	%	N/A	17.6873	$56.54	3.5	$0.375

(1)The conversion ratio is subject to adjustment for dividends declared above these amounts per share per quarter and certain other events that may be dilutive to the holder.

(2)In March 2022, we exercised a redemption option to call the remaining $8.1 million of 2022 Convertible Senior Notes. $7.6 million principal of the notes was converted prior to the effectiveness of the redemption option, with the remaining notes being redeemed for cash of $0.5 million

(3)The 2025 Exchangeable Senior Notes accrete to a premium at maturity equal to 3.25% per annum. The current balance including accreted premium is $205 million.

For the 2023 Convertible Senior Notes, following the occurrence of a make-whole fundamental change, we will, in certain circumstances, increase the conversion rate for a holder that converts its convertible notes in connection with such make-whole fundamental change. There are no cash settlement provisions in the convertible notes and the conversion option can only be settled through physical delivery of our common stock. Additionally, upon the occurrence of certain fundamental changes involving us, holders of the 2023 Convertible Notes may require us to redeem all or a portion of their notes for cash at a price of 100% of the principal amount outstanding, plus accrued and unpaid interest. We may redeem the 2023 Convertible Senior Notes at any time only if such a redemption is deemed reasonably necessary to preserve our qualification as a REIT.

In April 2022, certain of our TRS jointly issued $200 million of 0.00% green exchangeable senior notes due 2025

that are guaranteed by us and certain other subsidiaries and may, under certain conditions, be exchangeable

for our common stock. The notes accrete to a premium at maturity at an effective rate of 3.25% annually.

Upon any exchange, holders will receive a number of shares of our common stock equal to the product of (i)

the aggregate initial principal amount of the 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. We intend to allocate an amount equal to the net proceeds of this offering to the

acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are

neutral to negative on incremental carbon emissions.

The following table presents a summary of the components of our Convertible Notes:


	As of and for the year ended December 31,
	2022		2021
	(in millions)
Principal	$	344	$	152

Premium	5		—
Less: Unamortized financing costs	(5)		(2)
Carrying value of Convertible Senior Notes	$	344	$	150
Interest expense	$	7	$	6

CarbonCount Term Loan Facility

On November 1, 2022, we entered into an unsecured term loan facility with a syndicate of banks which has an outstanding principal amount of $383 million. Principal amounts under the term loan facility will bear interest at a rate of Term SOFR plus applicable margins based on our current credit rating, which may be adjusted downward up to 0.10% to the extent our Portfolio achieves certain targeted levels of carbon emissions avoidance, as measured by our CarbonCount metric. As of December 31, 2022, the applicable margin is 2.225% and the current interest rate is 6.75%. The coupon on any drawn amounts will be reset at monthly, quarterly, or semi-annual intervals at our election. Interest is due and payable quarterly. Beginning six months after the effective date of the facility, 1.25% of the outstanding principal balance will be due quarterly. The term loan facility has a maturity date of October 31, 2025, and loans under the facility can be prepaid without penalty. We intend to allocate an amount equal to the net proceeds of this offering to the acquisition or refinancing of, in whole or in part, new and/or existing eligible green projects, which include assets that are neutral to negative on incremental carbon emissions.

Principal and interest payments which were due under the term loan facility as of December 31, 2022 are as follows:


Year Ending December 31,	Future maturities
	(in millions)
2023	$	15
2024	18
2025	351
Total	$	384
Less: Unamortized financing costs	(4)
Carrying Value	$	380

The term loan facility contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments, fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock repurchases and dividends we declare. The term loan facility also includes customary events of default and remedies.