UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
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x☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20172019
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-35877
HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | | 46-1347456 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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1906 Towne Centre Blvd | 21401 |
| Suite 370 Annapolis, MD
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21401Annapolis | MD | |
| (Address of principal executive offices) | | (Zip Code) |
(410) (410) 571-9860
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Classeach class | Trading Symbol(s) | Name of Each Exchangeeach exchange on Which Registeredwhich registered |
| Common Stock, $0.01 par value per share | HASI | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesx☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐Nox☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filerAccelerated Filer | x | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | | Smaller reporting company | ☐ |
| | | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x☒
As of June 30, 2017,2019, the aggregate market value of the registrant’s common stock (includes unvested restricted stock) held by non-affiliates of the registrant was $1.2$1.8 billion based on the closing sales price of the registrant’s common stock on June 30, 20172019 as reported on the New York Stock Exchange.
On March 21, 201823, 2020, the registrant had a total of 52,939,49369,549,042 shares of common stock, $0.01 par value, outstanding (which includes 1,112,940458,571 shares of unvested restricted common stock).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the 20182020 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.
AMENDMENT NO. 1
EXPLANATORY NOTE
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”,“Company,” “we,” “our,” or “us”) is filing this amendment (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2017,2019, originally filed with the Securities and Exchange Commission (“SEC”) on February 23, 201825, 2020 (the “Original Form 10-K”), solely for the purpose of complying with Regulation S-X, Rule 3-09.3-09 ("Rule 3-09"). Rule 3-09 requires that Form 10-K contain separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method when such entities are individually significant.
We have determined that our equity method investmentsinvestment in MM Solar ParentBuckeye Wind Energy Class B Holdings, LLC ("MM Solar") and Helix Fund I LLC ("Helix"),Subsidiaries, which areis not consolidated in our financial statements werewas significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2018, and our equity method investment in Helix Fund I, LLC, which is also not consolidated in our financial statements, was significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31, 2017. Since MM Solar’sthe financial statements as of and Helix's 2017 financial statementsfor the year ended December 31, 2019 of the aforementioned investees were not available until after the date of the filing of our Original Form 10-K, Rule 3-09 provides that the financial statements may be filed as an amendment to our Original Form 10-K within 90 days after the end of our fiscal year ended December 31, 2017.
2019. Therefore, this Form 10-K/A amends Item 15 of our Original Form 10-K filed on February 23, 201825, 2020 to include the following Exhibits:
Exhibit 23.2 – Consent of EKS&H LLLP for MM Solar Parent LLC,
Exhibit 23.3 –-- Consent of CohnReznick LLP for Helix Fund I, LLC,
Exhibit 23.3 -- Consent of Deloitte & Touche LLP for Buckeye Wind Energy Class B Holdings LLC,
Exhibit 99.1 – MM Solar Parent-- Helix Fund I LLC, and Subsidiaries, Financial Statementsstatements as of December 31, 2017 and 2016 and for the years then ended and for the year ended December 31, 2015, and2019,
Exhibit 99.2 –-- Helix Fund I LLC, Financial statements as of and for the years ended December 31, 2018,
Exhibit 99.3 -- Helix Fund I LLC, Financial Statements as of December 31, 2017 and January 1, 2017 and for the year ended December 31, 2017 and the period from December 2, 2016 (inception) through January 1, 2017, and
Exhibit 99.4 -- Buckeye Wind Energy Class B Holdings LLC and Subsidiaries, Consolidated Financial Statements as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019
This Form 10-K/A does not amend or otherwise update any other information in the Original Form 10-K (including the exhibits to the Original Form 10-K, except for Exhibits 31.3, 31.4, 32.331.1, 31.2, 32.1 and 32.4)32.2). Accordingly, this Form 10-K/A should be read in conjunction with our Original Form 10-K. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.3, 31.4, 32.331.1, 31.2, 32.1 and 32.4.32.2.
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| Item 15. | Exhibits and Financial Statement Schedules.Schedules |
Documents filed as part of the report
The following documents are filed as part of this Form 10-K/A in Part II, Item 8 and are incorporated by reference:
(a)(1) Financial Statements:
See index in Item 8—“Financial Statements and Supplementary Data,” filed with the Original Form 10-K for a list of financial statements.
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Exhibit number | Exhibit description |
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| 3.1 | |
| 3.2 | |
| 3.3 | |
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| 4.1 | |
| 4.2 | |
| 4.3 | |
4.34.4 | |
| 4.5 | Indenture, dated as of July 2, 2019 between HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure capital, Inc., Hannon Armstrong Sustainable Infrastructure, LP., 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 5.25% Senior Notes due 2024) (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No. 001-35877), filed on July 2, 2019) |
| 10.1 | |
| 10.2 | |
| 10.3 | |
| 10.4 | |
| 10.5 | |
| 10.6 | |
| 10.7 | |
| 10.8 | |
| 10.9 | |
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| 10.10 | |
| 10.11 | |
| 10.12 | |
10.13 | |
10.1410.13 | Agreement and Plan of Merger, dated as of April 23, 2013, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., HA Merger Sub I LLC, HA Merger Sub III LLC, MissionPoint HA Parallel Fund, LLC, MissionPoint ES Parallel Fund I, L.P., MissionPoint HA Parallel Fund I Corp. and MissionPoint HA Parallel Fund, L.P. (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-35877), filed on August 9, 2013) |
10.15 | Agreement and Plan of Merger, dated as of April 23, 2013, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., HA Merger Sub II LLC, HA Merger Sub III LLC, MissionPoint HA Parallel Fund II, LLC, MissionPoint ES Parallel Fund II, L.P. MissionPoint HA Parallel Fund II Corp. and MissionPoint HA Parallel Fund, L.P. (incorporated by reference to Exhibit 10.13 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No. 001-35877), filed on August 9, 2013) |
10.16 | Trust Agreement relating to HASI SYB 2013-1 Trust, dated as of December 20, 2013, among HASI SYB 2013-1 Trust, HASI SYB I LLC, HAT SYB I LLC, The Bank of New York Mellon as Trustee and Hannon Armstrong Sustainable Infrastructure Capital, Inc. (incorporated by reference to Exhibit 10.26 to the Registrant’s Form 10-K for the year ended December 31, 2013 (No. 001-35877), filed on March 18, 2014) |
10.17 | |
10.18 | Unit Purchase Agreement, dated as of May 28, 2014, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., American Wind Capital Company, LLC, Northwharf Nominees Limited, DBD AWCC LLC, NGP Energy Technology Partners II, L.P. and C.C. Hinckley Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014 (No. 001-35877), filed on August 14, 2014) |
10.19 | |
10.20 | |
10.21 | |
10.22 | |
10.23 | Amended and Restated PF Continuing Guaranty, dated as of August 12, 2014, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, LP, and Hannon Armstrong Capital, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended September 30, 2014 (No. 001-35877), filed on November 7, 2014) |
10.24 | |
10.25 | |
10.26 | |
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10.27 | Amended and Restated G&I Continuing Guaranty, dated as of August 12, 2014, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, LP, and Hannon Armstrong Capital, LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended September 30, 2014 (No. 001-35877), filed on November 7, 2014) |
10.28 | |
10.29 | |
10.30 | |
10.31 | |
10.32 | Amendment No. 1 to Amended and Restated PF Loan Agreement, dated as of September 22, 2014, by and among HASI CF I Borrower LLC, HAT CF I Borrower LLC, HAT CF II Borrower LLC, each lender from time to time party thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.11 to the Registrant’s Form 10-Q for the quarter ended September 30, 2014 (No. 001-35877), filed on November 7, 2014) |
10.33 | Amendment No. 1 to Amended and Restated G&I Loan Agreement, dated as of September 22, 2014, by and among HASI CF I Borrower LLC, HAT CF I Borrower LLC, HAT CF II Borrower LLC, each lender from time to time party thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.12 to the Registrant’s Form 10-Q for the quarter ended September 30, 2014 (No. 001-35877), filed on November 7, 2014) |
10.34 | |
10.35 | |
10.36 | |
10.37 | |
10.38 | Credit Agreement dated as of October 15, 2014, among HA WIND I LLC, as the Borrower, The Financial Institutions and Other Persons From Time To Time Parties Hereto, as the Lenders and Bank of America, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.39 to the Registrant’s Form 10-K for the year ended December 31, 2014 (No. 001-35877), filed on March 9, 2015) |
10.39 | |
10.40 | |
10.41 | |
10.42 | |
10.43 | |
10.44 | |
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10.4610.15 | |
10.4710.16 | |
10.4810.17 | |
10.49 | |
10.50 | |
10.51 | |
10.52 | |
10.5310.18 | |
| 10.19 | Loan Agreement PF(Rep-Based), dated June 8, 2017as 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 to the Registrant’s Form 10-K (No. 001-35877) for the year ended December 31, 2018, filed on February 22, 2019) |
| 10.20 | 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 to the Registrant’s Form 10-K (No. 001-35877) for the year ended December 31, 2018, filed on February 22, 2019) |
| 10.21 | |
| 10.22 | |
| 10.23 | |
10.5410.24 | |
10.5510.25 | |
10.5610.26 | |
10.57 | |
| 21.1 | |
| 23.1 | |
23.2*
23.2* | |
23.3*
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| 23.3* | |
| 24.1 | |
31.1 31.1* | |
31.2 31.2* | |
31.3 32.1**
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31.4*
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32.1 | |
32.2 |
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| 32.2** | |
32.3**
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32.4**
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| 99.1* | |
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| 99.2* | |
| 99.3* | |
101.INS99.4* | XBRL Instance Document (incorporated by reference to Exhibit 101.INS to |
| 101.SCH | Inline XBRL Taxonomy Extension Schema (incorporated by reference to Exhibit 101.SCH to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)25, 2020) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase (incorporated by reference to Exhibit 101.CAL to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)25, 2020) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase (incorporated by reference to Exhibit 101.DEF to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)25, 2020) |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase (incorporated by reference to Exhibit 101.LAB to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018)25, 2020) |
| 101 PRE | Inline XBRL Taxonomy Extension Presentation Linkbase (incorporated by reference to Exhibit 101.PRE to the Registrant’s Form 10-K (No. 001-35877), filed on February 23, 2018) |
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| 104 | Cover Page Interactive Data File Included as Exhibit 101 (embedded within the Inline XBRL document) |
| * | Filed herewith. |
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| ** | Furnished with this report. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| HANNON ARMSTRONG SUSTAINABLE |
| | HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC. |
| | (Registrant) |
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Date: March 23, 2018 | By: | 27, 2020 | /s/ Jeffrey W. Eckel |
| | Name: | | Jeffrey W. Eckel |
| Title: | | Chairman, Chief Executive Officer and President |
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Date: March 23, 2018 | By: | | /s/ Charles W. Melko |
| | Name: | | Charles W. Melko |
| Title: | | Chief Accounting Officer and Senior Vice President |
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