PROSPECTUS SUPPLEMENT
(To prospectus dated March 27, 2019)
$250,000,000
HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC.
Common Stock
Hannon Armstrong
Sustainable Infrastructure Capital, Inc. is a company that makes investments in climate change solutions by providing capital to leading companies in energy efficiency, renewable energy and other sustainable infrastructure markets. We believe that
we are one of the first U.S. public companies solely dedicated to climate change investments. Our goal is to generate attractive returns from a diversified portfolio of projects with long-term, predictable cash flows from proven technologies that
reduce carbon emissions or increase resilience to climate change.
We have entered into a sales agreement, or the Sales Agreement, with B.
Riley FBR, Inc., Robert W. Baird & Co. Incorporated, BofA Securities, Inc., Loop Capital Markets LLC, SMBC Nikko Securities America, Inc. and Nomura Securities International, Inc., as our sales agents, relating to the shares of common stock
offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may, through the sales agents, offer and sell from time to time shares of our common stock having an aggregate offering
price of up to $250,000,000. Prior to entering into the Sales Agreement, we terminated the sales agreement dated March 12, 2019 with B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, BofA Securities, Inc. and Loop Capital Markets
LLC which we entered into in connection with a prior at-the-market offering program.
Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be at-the-market offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including by sales made directly on or through
the New York Stock Exchange, or NYSE, or another market for our common stock, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions, which may include block trades, at market prices prevailing at
the time of sale or at negotiated prices, or as otherwise agreed with the applicable sales agent. We will submit orders to only one sales agent relating to the sale of shares of our common stock on any given day. Subject to the terms and conditions
of the Sales Agreement, the sales agents will use their commercially reasonable efforts to sell on our behalf all of the designated shares. We may instruct the sales agents not to sell any shares if the sales cannot be effected at or above the price
designated by us in any such instruction. We and the sales agents may suspend the offering of shares of our common stock at any time upon proper notice and subject to other conditions.
We also may sell shares of our common stock to one or more of the sales agents, as principal for their own accounts, at a price per share agreed
upon at the time of sale. If we sell shares to one or more sales agents, as principal, we will enter into a separate terms agreement with such sales agent or agents, and we will describe the agreement in a separate prospectus supplement or pricing
supplement.
We will pay the sales agents a commission of up to, but may be less than, 2% of the gross sales price per share sold through
them as our agents under the Sales Agreement. In connection with the sale of our common shares on our behalf, the sales agents may be deemed to be underwriters within the meaning of the Securities Act, and the compensation paid to the
sales agents may be deemed to be underwriting commissions or discounts.
Our common stock is listed on the NYSE under the symbol
HASI. On February 25, 2020, the last reported sales price for our common stock on the NYSE was $38.16 per share.
We
elected and qualified to be taxed as a real estate investment trust for U.S. federal income tax purposes, or REIT, commencing with our taxable year ended December 31, 2013. To assist us in qualifying as a REIT, among other purposes,
stockholders are generally restricted from owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, the outstanding shares of any class or series of our preferred stock, or the
outstanding shares of our capital stock. In addition, our charter contains various restrictions on the ownership and transfer of our shares. See Description of SecuritiesRestrictions on Ownership and Transfer in the accompanying
prospectus.
Investing in our common stock involves risks. See Risk Factors beginning on S-4
of this prospectus supplement and page 3 of the accompanying prospectus. You should also read carefully the risk factors described in our Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, before investing in our common stock.
Neither
the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these shares or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
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B. Riley FBR
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Baird
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BofA Securities
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Loop Capital Markets
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SMBC
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Nomura
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The date of this prospectus supplement is February 26, 2020.