What changed in this filing

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Item 5. Other Information

2025-05-08 compared with 2024-11-08 · 34 added, 12 removed, 52 unchanged (47% of the section changed)

Other Information

The Company and each of Hannon Armstrong Sustainable Infrastructure, L.P., Hannon Armstrong Capital, LLC.

HAC Holdings I LLC, HAC Holdings II LLC, HAT Holdings I LLC and HAT Holdings II LLC (the "Subsidiary Guarantors") have filed a shelf registration statement on Form S-3 with the SEC pursuant to which the Company may offer and sell debt securities from time to time and such securities may be guaranteed by the Subsidiary Guarantors.

The Subsidiary Guarantors are consolidated in the Company's Consolidated Financial Statements and separate Consolidated Financial Statements of the Subsidiary Guarantors have not been presented in accordance with Rule 3-10 of Regulation S-X.

Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Subsidiary Guarantors as the assets, liabilities and results of operations of the Company and the Subsidiary Guarantors are not materially different than the corresponding amounts presented in the Consolidated Financial Statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

Amendment to JV Operating Agreement

On May 6, 2025, each of HASI CarbonCount Holdings 1, LLC (“HASI CarbonCount”), a Delaware limited liability company and indirect subsidiary of HA Sustainable Infrastructure Capital, Inc., and Hoops Midco, LLC (“KKR Hoops”), an investment vehicle established as a Delaware limited liability company and managed by an affiliate of Kohlberg Kravis Roberts & Co.

L.P., entered into a Second Amendment (the “Amendment”) to the Second Amended and Restated LLC Operating Agreement (the “Agreement”) of CarbonCount Holdings 1 LLC (the “JV”).

The following is a brief description of the terms of the Amendment.

Commitment Termination Date

Prior to the Amendment, the commitment period of the JV was 18 months, unless (i) extended (x) by mutual agreement of HASI CarbonCount and KKR Hoops or (y) in the event of a debt refinancing of the JV (which would trigger an automatic extension until at least 90% of the debt proceeds were deployed) or (ii) an early termination event set forth in the Agreement occurred.

The Amendment removes the provision extending the commitment period until at least 90% of any debt proceeds are deployed, but extends the base commitment period from 18 months to 30 months.

The commitment period remains subject to the early termination event triggers set forth in the Agreement.

Transferability

The Amendment extends the lockup period applicable to the transfer of JV membership interests of KKR Hoops in certain circumstances.

The amended provision requires KKR Hoops to retain its membership interest in the JV until the commitment termination date, regardless of whether its commitment is fully deployed prior to such date.

Other Provisions

The Amendment amends certain other provisions of the Agreement to the facilitate a future debt financing.

number Exhibit description

7 unchanged sentences

001-35877) filed on July 3, 2024).

4.2 Indenture, dated as of April 21, 2020, between HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S.

Bank National Association, as trustee (including the form of HAT Holdings I LLC and HAT Holdings II LLC’s 6.00% Senior Notes due 2025.) (incorporated by reference to Exhibit 4.1 on the Registrant's Form 8-K (No.

001-35877) filed on April 21, 2020)

4.2 Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 99.2 on the Registrant’s Form 8-K (No.

001-35877) filed on July 3, 2024)

4.3 Indenture, dated as of August 25, 2020, between HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S.

21 unchanged sentences

001-35877), filed on July 1, 2024)

Amendment No.

7 to the At Market Issuance Sales Agreement, dated February 28, 2025, by and among HA Sustainable Infrastructure Capital, Inc., B.

Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co.

LLC, Jefferies LLC, J.P.

Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co.

LLC, Nomura Securities International, Inc., RBC Capital Markets, LLC, Robert W.

Incorporated and Truist Securities, Inc.

(incorporated by reference to Exhibit 1.8 to the Registrant’s Form 8-K (No.

001-35877), filed on March 3, 2025)

Amendment No.

3 to Credit Agreement, dated as of March 28, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.

as administrative agent and Bank of Montreal and M&T Bank as lenders (incorporated by reference to Exhibit 1.

4 to the Registrant’s Form 8-K (No.

001-35877), filed on March 31, 2025)

31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

16 unchanged sentences

INFRASTRUCTURE CAPITAL, INC.

November 8, 2024 /s/ Jeffrey A.

May 8, 2025 /s/ Jeffrey A.

Chief Executive Officer and President

November 8, 2024 /s/ Marc T.

Chief Financial Officer and Executive Vice President

November 8, 2024 /s/ Charles W.

Chief Accounting Officer, Treasurer and Senior Vice President

May 8, 2025 /s/ Charles W.

Chief Financial Officer, Treasurer and Executive Vice President

May 8, 2025 /s/ Michelle E.

Chief Accounting Officer and Senior Vice President

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information