HA Sustainable Infrastructure Capital, Inc. Announces Major Green Debt Offerings

Key Highlights for Investors

• Two Significant Debt Offerings: The company is launching a \$600 million offering of 7.125% Green Junior Subordinated Notes due 2056 and a \$400 million offering of 6.000% Green Senior Unsecured Notes due 2036.
• Underwriting Agreements: Both offerings are fully underwritten by leading global investment banks, including BofA Securities, Goldman Sachs, Credit Agricole, Morgan Stanley, Rabo Securities, SMBC Nikko Securities, and others.
• Use of Proceeds: Net proceeds from these offerings are earmarked for eligible green projects. Pending full investment, proceeds will be held in interest-bearing accounts and short-term securities.
• Automatic Shelf Registration: The offerings are registered under an automatic shelf registration statement, indicating the company’s status as a “well-known seasoned issuer.”
• Financial Integrity: Ernst & Young LLP has confirmed independence and accuracy in financial statements. The company maintains effective internal controls and complies with Sarbanes-Oxley Act requirements.
• No Material Adverse Change: Management certifies there has been no material adverse change in the company’s financial condition or business prospects since the last reporting period.
• Strict Environmental Compliance: The company and its subsidiaries report no violations of environmental laws that would materially impact their business.
• Dividend Restrictions: There are no restrictions or agreements that would limit the company or its subsidiaries from paying dividends or making other distributions, except as described in official filings.
• Settlement Dates: Delivery of Notes is expected around February 27, 2026 (T+7 settlement), which is longer than typical T+1 settlement. Investors should note this for trading and settlement purposes.
• Detailed Financial Officer Certificate: The principal financial officer confirms accuracy and fairness of the financial disclosures related to these offerings.

Important Shareholder Information

• Potential Price Sensitivity: These large-scale debt offerings, especially with a green label and long maturities, may affect the company’s valuation, debt profile, and investor sentiment. The successful completion and market reception of these offerings could move the share price.
• Green Financing Commitment: The company’s commitment to invest proceeds into eligible green projects may positively influence ESG-focused investors and enhance the company’s reputation in sustainable finance.
• Risk Factors: Investors should be aware that the company has disclosed no material adverse changes, no internal control weaknesses, and no environmental violations, which mitigates downside risk. However, large new debt issuance increases leverage and could affect credit ratings or future dividend capacity.
• Underwriting Details: The offerings are supported by some of the world’s largest investment banks, signaling confidence in the company’s financial stability and market standing.
• Reporting Obligations: The company will report the use of proceeds and comply with all SEC disclosure requirements, ensuring transparency for investors.
• No Manipulation: The company and its affiliates have committed to not engage in any activities designed to manipulate the price of securities related to these offerings.
• No Registration as Investment Company: The company confirms it is not and will not be required to register as an investment company under the Investment Company Act of 1940, even after these offerings.

Detailed Offering Breakdown

7.125% Green Junior Subordinated Notes due 2056 (\$600 Million)

• Lead Underwriters: BofA Securities, Goldman Sachs, Credit Agricole, Morgan Stanley, Rabo Securities, SMBC Nikko Securities, BMO Capital Markets, Barclays, Citigroup, ING, Natixis, RBC Capital Markets, Scotia Capital, KeyBanc, M&T Securities.
• Allocation: Each major underwriter is allocated between \$15 million and \$73.2 million of the offering.
• Purpose: Proceeds to be invested in eligible green projects, with interim investment in short-term securities.
• Settlement: Delivery expected on February 27, 2026 (T+7).

6.000% Green Senior Unsecured Notes due 2036 (\$400 Million)

• Similar Underwriting Structure: The senior notes are also underwritten by the same leading banks.
• SEC Registration: Registered with the SEC, with terms detailed in base and supplemental prospectuses.
• ESG Commitment: Proceeds to be deployed in green projects, reinforcing the company’s sustainability strategy.

Potential Share Price Impact

• Positive Catalysts: The company’s ability to raise \$1 billion in debt for green purposes, backed by top-tier banks, could be viewed positively by investors and may lead to upward share price movement, especially among ESG investors.
• Credit and Leverage Considerations: Investors should monitor the impact of increased leverage on the company’s future earnings, dividend policy, and credit ratings.
• Transparency and Controls: The company’s strong internal controls, absence of material adverse events, and compliance with all legal and environmental standards provide comfort to shareholders.
• Settlement Warning: T+7 settlement is unusual and may impact trading liquidity and strategies around the offering date.

Disclaimer

The above summary is for informational purposes only and does not constitute investment advice. Investors are encouraged to read the full prospectus and official SEC filings for more details and consult their financial advisors before making investment decisions. The information may not reflect the most recent developments or changes in the company’s financial condition. Past performance and statements regarding future events are not guarantees of future results.

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