HASI 10-K Annual Report Dec. 31, 2021 | Alphaminr
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
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HASI 10-K Fiscal year ended Dec. 31, 2021

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HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
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Name: HA Sustainable Infrastructure Capital, Inc. <br /> CIK: 1561894 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1561894/000156189422000036/hasi-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Articles of Amendment and Restatement of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Form 10-Q for the quarter ended June30, 2013 (No. 001-35877), filed on August9, 2013) 3.2 Amended and restated bylaws of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Form 8-K (No. 001-35877), filed on December 10, 2021) 3.3 Amended and Restated Agreement of Limited Partnership of Hannon Armstrong Sustainable Infrastructure, L.P. (incorporated by reference to Exhibit 3.3 to the Registrants Form 10-Q for the quarter ended June30, 2013 (No. 001-35877), filed on August9, 2013) 4.1 Specimen Common Stock Certificate of Hannon Armstrong Sustainable Infrastructure Capital, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No.3 to the Registrants Form S-11 (No.333-186711), filed on April12, 2013) 4.2 Description of Hannon Armstrong Sustainable Infrastructure Capital, Inc.s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Registrant's Form 10-K (No. 001-35877), filed on February 25, 2020) 4.3 Indenture, dated as of August 22, 2017, between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrants Form 8-K (No. 001-35877), filed on August22, 2017) 4.4 First Supplemental Indenture, dated as of August 22, 2017, between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and U.S. Bank National Association, as Trustee (including the form of 4.125% Convertible Senior Note due 2022) (incorporated by reference to Exhibit 4.2 to the Registrants Form 8-K (No. 001-35877), filed on August22, 2017) 4.5 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) 4.6 Second Supplemental Indenture, dated as of August 21, 2020, between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and U.S. Bank National Association, as Trustee (including the form of Hannon Armstrong Sustainable Infrastructure Capital, Inc.'s 0% Convertible Senior Note due 2023) (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K (No. 001-35877), filed on August 21, 2020). 4.7 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. Bank National Association, as trustee (including the form of HAT Holdings I LLC and HAT Holdings II LLC's 3.750% Senior Notes due 2030) (incorporated by reference to Exhibit 4.1 on the Registrant's Form 8-K (No. 011-35877), filed on August 25, 2020). 4.8 Indenture, dated as ofJune 28, 2021, 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 IILLCs3.375% Senior Notes due2026) (incorporated by reference to Exhibit 4.1 on theRegistrantsForm 8-K (No. 011-35877), filed onJune 28, 2021). 10.1 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to Amendment No.3 to the Registrants Form S-11 (No. 333-186711), filed on April12, 2013) 10.2 Amended and Restated 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended March31, 2017 (No.001-35877), filed on May4, 2017) 10.3 Restricted Stock Award Agreement dated April 23, 2013 between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Jeffrey W. Eckel (incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended June 30, 2013 (No. 001-35877), filed on August9,2013) 10.4 Form of Restricted Stock Award Agreement (Executive Officers) (incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q for the quarter ended June30, 2013 (No. 001-35877), filed on August9, 2013) 10.5 Form of Restricted Stock Award Agreement (Non-employee Directors) (incorporated by reference to Exhibit 10.4 to the Registrants Form 10-Q for the quarter ended June30, 2013 (No.001-35877), filed on August9, 2013) 10.6 Amended and Restated Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended March, 31 2017 (No. 001-35877), filed on May4, 2017) 10.7 Registration Rights Agreement, dated April 23, 2013, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc. and the parties listed on Schedule I thereto (incorporated by reference to Exhibit 10.6 to the Registrants Form 10-Q for the quarter ended June30, 2013 (No. 001-35877), filed on August9, 2013) 10.8 Employment Agreement, dated April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Jeffrey Eckel (incorporated by reference to Exhibit 10.7 to the Registrants Form 10-Q for the quarter ended June 30, 2013 (No. 001-35877), filed on August9, 2013) 10.9 Employment Agreement, dated April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Steven L. Chuslo (incorporated by reference to Exhibit 10.9 to the Registrants Form 10-Q for the quarter ended June30, 2013 (No. 001-35877), filed on August9, 2013) 10.10 Employment Agreement, dated April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Nathaniel J. Rose (incorporated by reference to Exhibit 10.10 to the Registrants Form 10-Q for the quarter ended June30, 2013 (No. 001-35877), filed on August9, 2013) 10.11 Employment Agreement, dated April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Daniel McMahon (incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q for the quarter ended June30, 2015 (No. 001-35877), filed on August7, 2015) 10.12 Indemnity Agreement, dated as of September 30, 2015, by Hannon Armstrong Sustainable Infrastructure Capital, Inc. in favor of the Bank of New York Mellon (incorporated by reference to Exhibit 10.7 to the Registrants Form 10-Q for the quarter ended September30, 2015 (No.001-35877), filed on November5, 2015) 10.13 Employment Agreement, dated March15, 2017, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Charles Melko (incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q for the quarter ended March31, 2017 (No.001-35877), filed on May4, 2017) 10.14 Form of Amended and Restated Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.57 to the Registrant's Form 10-K (No. 001-35877) for the year ended December, 31, 2017, filed on February 23, 2018) 10.15 Loan Agreement (Rep-Based), dated as of December 13, 2018 by and among certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.26 on the Registrants Form 10-K (No. 001-35877) for the year ended December 31, 2018, filed on February 22, 2019) 10.16 Loan Agreement (Approval-Based), data as of December 13, 2018, by and among certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.27 on the Registrants Form 10-K (No. 001-35877) for the year ended December 31, 2018, filed on February 22, 2019) 10.17 Limited Guaranty (Rep-Based), dated as of December 13, 2018, by the Company and Hannon Armstrong Capital, LLC (incorporated by reference to Exhibit 10.28 on the Registrants Form 10-K (No. 001-35877) for the year ended December 31, 2018, filed on February 22, 2019) 10.18 Guaranty (Approval-Based), dated as of December 13, 2018, by the Company and Hannon Armstrong Capital, LLC (incorporated by reference to Exhibit 10.29 on the Registrants Form 10-K (No. 001-35877) for the year ended December 31, 2018, filed on February 22, 2019) 10.19 Credit Agreement, dated as of April 19, 2021, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent, sole bookrunner, sole lead arranger and sustainability structuring agent, Bank of America, N.A., Barclays Bank PLC, Credit Suisse AG, New York Branch, KeyBank National Association, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association, as documentation agents, and each lender from time to time party thereto(incorporated by reference to Exhibit 1.1 on the Registrants Form 8-K (No. 011-35877), filed on April 20, 2021) 10.20 Form of LTIP Unit Vesting Agreement under the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended March 31, 2019 (No. 001-35877), filed on May 3, 2019) 10.21 Form of Hannon Armstrong Sustainable Infrastructure, L.P. Time-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q for the quarter ended March 31, 2019 (No. 001-35877), filed on May 3, 2019) 10.22 Form of Hannon Armstrong Sustainable Infrastructure, L.P. Performance-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrants Form 10-Q for the quarter ended March 31, 2019 (No. 001-35877), filed on May 3, 2019) 10.23 Letter Agreement, dated as of January 6, 2021, between J. Brendan Herron, Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Hannon Armstrong Capital Inc. (incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended March 31, 2021 (No. 001-35877), filed on May 7, 2021) 10.24 SecondAmended and Restated Employment Agreement, dated June 30, 2021, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Jeffrey A. Lipson (incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended June 30, 2021 (No. 001-35877), filed on August 6, 2021) 10.25 Employment Agreement, dated June 30, 2021, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Susan D. Nickey(incorporated by reference to Exhibit 10.3 to the Registrants Form 10-Q for the quarter ended June 30, 2021 (No. 001-35877), filed on August 6, 2021) 10.26 Employment Agreement, dated June 30, 2021, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Marc T. Pangburn(incorporated by reference to Exhibit 10.4 to the Registrants Form 10-Q for the quarter ended June 30, 2021 (No. 001-35877), filed on August 6, 2021) 10.27 At Market Issuance Sales Agreement, dated May 13, 2020, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., 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. (incorporated by reference to Exhibit 1.1 to the Registrant's Form 8-K (No. 001-35877), filed on May 13, 2020) 10.28 Amendment No. 1 to the At Martket Issuance Sales Agreement, dated February 26, 2021, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Robert W. Baird Co. Incorporated, BofA Securities, Inc., Loop Capital Markets LLC, SMBC Nikko Securities America, Inc. and Nomura Securities International, Inc.(incorporated by reference to Exhibit 1.2 to the Registrants Form 8-K (No. 001-35877), filed on March 1, 2021) 10.29 Credit Agreement, dated as of February 7, 2022, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative agent, sole bookrunner, sole lead arranger and sustainability structuring agent, Bank of America, N.A., Barclays Bank PLC, Credit Suisse AG, New York Branch, KeyBank National Association, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association, as documentation agents, and each lender from time to time party thereto (incorporated by reference to Exhibit 1.1 to the Registrants Form 8-K (No. 001-35877), filed on February 11, 2022. 21.1* List of subsidiaries of Hannon Armstrong Sustainable Infrastructure Capital, Inc. 23.1* Consent of Ernst Young LLP for Hannon Armstrong Sustainable Infrastructure Capital, Inc. 31.1* Certification of Chief Executive Officer pursuant to Section302 of the SarbanesOxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer pursuant to section 18 U.S.C. Section1350 as adopted pursuant to Section906 of the SarbanesOxley Act of 2002 32.2** Certification of Chief Financial Officer pursuant to section 18 U.S.C. Section1350 as adopted pursuant to Section906 of the SarbanesOxley Act of 2002