HASI Announces Cash Tender Offer for up to $500 Million Aggregate Principal Amount of 3.375% Senior Notes Due 2026 and 8.00% Green Senior Unsecured Notes Due 2027
ANNAPOLIS, Md.--(BUSINESS WIRE)--HA Sustainable Infrastructure Capital, Inc. ('HASI') (NYSE: HASI), a leading investor in sustainable infrastructure assets, today announced that its wholly-owned subsidiaries HAT Holdings I LLC, a Maryland limited liability company ('HAT I') and HAT Holdings II LLC, a Maryland limited liability company ('HAT II,' and together with HAT I, the 'Company') commenced a cash tender offer (the 'Tender Offer') to purchase the outstanding notes listed in the table below (collectively, the 'Notes' and each a 'Series' of Notes) having an aggregate principal amount of up to $500,000,000 (as it may be increased or decreased by the Company in accordance with applicable law, the 'Maximum Aggregate Principal Amount'), in the order of priority, and subject to the Series Cap shown in the table below.
(1)
The Series Cap represents the maximum aggregate principal amount of such series of Notes that will be purchased. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Series Cap at any time, including on or after the Price Determination Date, subject to applicable law.
(2)
Subject to the Maximum Aggregate Principal Amount, the Series Cap and proration, the principal amount of each series of Notes that is purchased in the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 2 being the lowest) specified in this column.
(3)
The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Date (as defined below), the Dealer Managers referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page.
(4)
Includes the Early Tender Premium of $30 per $1,000 principal amount of Notes for each Series.
Expand
The terms and conditions of the Tender Offer are described in an Offer to Purchase dated June 12, 2025 (as it may be amended or supplemented, the 'Offer to Purchase'). The Tender Offer is subject to the satisfaction of certain conditions as set forth in the Offer to Purchase, including the receipt of aggregate gross proceeds in an amount sufficient to effect the repurchase of the Notes validly tendered and accepted for purchase pursuant to the Offer to Purchase on or prior to the Early Settlement Date on terms acceptable to the Company from the concurrent public offering of senior debt securities issued by HASI and guaranteed on a senior basis by the Company and certain other of HASI's subsidiaries (the 'Guarantors').
Subject to applicable law, the Company may waive any and all of these conditions or extend, terminate or withdraw the Tender Offer with respect to one or more Series of Notes including increase or decrease the Maximum Aggregate Principal Amount and/or increase, decrease or eliminate the Series Cap at any time, including on or after the Price Determination Date. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. Capitalized terms used in this news release and not defined herein have the meanings given to them in the Offer to Purchase.
The amounts of each Series of Notes that are purchased in the Tender Offer will be determined in accordance with the priorities identified in the column 'Acceptance Priority Level' in the table above and will be subject to the Series Cap. The Tender Offer will expire at 5:00 p.m., New York City time, on July 14, 2025, unless extended (such date and time, as the same may be extended, the 'Expiration Date') or earlier terminated. In order to receive the applicable Total Tender Offer Consideration, holders of Notes subject to the Tender Offer must validly tender and not validly withdraw their Notes before the Early Tender Deadline, which is 5:00 p.m., New York City time, on June 26, 2025, unless extended. Holders of Notes subject to the Tender Offer who validly tender their Notes after the Early Tender Deadline and before the Expiration Date and whose Notes are accepted for purchase will receive the applicable Late Tender Offer Consideration.
The applicable Total Tender Offer Consideration for each $1,000 in principal amount of Notes tendered and not withdrawn before the Early Tender Deadline and accepted for payment pursuant to the Tender Offer on the Early Settlement Date (as defined below) will be determined in the manner described in the Offer to Purchase. The consideration will be determined by reference to a fixed spread specified for each Series of Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above, as fully described in the Offer to Purchase. The consideration will be calculated by the Dealer Managers for the Tender Offer at 9:00 a.m., New York City time, on the business day immediately following the Early Tender Deadline, unless extended (such date and time, as the same may be extended, the 'Price Determination Date'). The Price Determination Date is expected to be June 27, 2025. The Early Tender Premium for each Series of Notes is $30 per $1,000 principal amount of Notes. The Late Tender Offer Consideration for the Notes purchased pursuant to the Tender Offer will be calculated by taking the Total Tender Offer Consideration for the applicable Series of Notes and subtracting from it the Early Tender Premium of $30 per $1,000 principal amount of Notes.
In addition to the applicable Total Tender Offer Consideration or applicable Late Tender Offer Consideration, as the case may be, accrued and unpaid interest up to, but not including, the applicable Settlement Date will be paid in cash on all validly tendered Notes accepted for purchase in the Tender Offer. The purchase price plus accrued and unpaid interest for Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be paid by the Company in same day funds promptly following the Early Tender Deadline (the 'Early Settlement Date'). The Company expects that the Early Settlement Date will be June 30, 2025, the second business day after the Early Tender Deadline. The purchase price plus accrued and unpaid interest for Notes that are validly tendered after the Early Tender Deadline and on or before the Expiration Date and accepted for purchase will be paid by the Company in same day funds promptly following the Expiration Date (the 'Final Settlement Date'). The Company expects that the Final Settlement Date will be July 16, 2025, the second business day after the Expiration Date, assuming Notes representing an aggregate principal amount equal to the Maximum Aggregate Principal Amount are not purchased on the Early Settlement Date. No tenders will be valid if submitted after the Expiration Date. If Notes are validly tendered and not validly withdrawn having an aggregate principal amount equal to or greater than the Maximum Aggregate Principal Amount as of the Early Tender Deadline, Holders who validly tender Notes after the Early Tender Deadline but on or before the Expiration Date will not have any of their Notes accepted for purchase, subject to the Series Cap. Holders of Notes subject to the Tender Offer who validly tender their Notes on or before the Early Tender Deadline may not withdraw their Notes after 5:00 p.m., New York City time, on June 26, 2025, unless extended (such date and time, as the same may be extended, the 'Withdrawal Deadline'), except in the limited circumstances described in the Offer to Purchase. Holders of Notes subject to the Tender Offer who validly tender their Notes after the Withdrawal Deadline but on or before the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.
Subject to the Maximum Aggregate Principal Amount and the Series Cap, all Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any validly tendered and not validly withdrawn Notes having a lower Acceptance Priority Level, and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Deadline having a lower Acceptance Priority Level. However, if Notes are validly tendered and not validly withdrawn having an aggregate principal amount less than the Maximum Aggregate Principal Amount as of the Early Tender Deadline, Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline, subject to the Series Cap, will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline, even if such Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline. Notes of the Series in the last Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the Tender Offer may be subject to proration so that the Company will only accept for purchase Notes having an aggregate principal amount of up to the Maximum Aggregate Principal Amount.
From time to time, the Company may purchase additional Notes in the open market, in privately negotiated transactions, through tender offers or otherwise, or may redeem Notes pursuant to the terms of the applicable indenture governing the applicable Series of Notes. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer. Any future purchases by the Company will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company may choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes that remain outstanding after the consummation or termination of the Tender Offer.
Notwithstanding any other provision of the Tender Offer, the Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn, if applicable, pursuant to the Tender Offer (up to the Maximum Aggregate Principal Amount, the Series Cap and subject to proration) is subject to, and conditioned upon, the satisfaction of or, where applicable, its waiver of, the General Conditions (as defined below) and the condition that the Company receive aggregate gross proceeds from the Concurrent Notes Offering on or prior to the Early Settlement Date in an amount that is sufficient to effect the repurchase of the Notes validly tendered and accepted for purchase pursuant to this Offer to Purchase, on terms satisfactory to the Company in its sole discretion (the 'Financing Condition').
J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are the Dealer Managers for the Tender Offer. D.F. King & Co., Inc. is the Tender Agent and Information Agent. Persons with questions regarding the Tender Offer should contact J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or +1 (212) 834-3554 (collect) or Citigroup Global Markets Inc. (toll-free) at +1 (800) 558-3745 or +1 (212) 723-6106 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers) or (866) 416-0577 (all others, toll-free) or email HASI@dfking.com.
This news release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this news release is qualified by reference to the Offer to Purchase dated June 12, 2025. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, HASI, the HASI Board of Directors, the Dealer Managers, the Tender Agent and Information Agent or the trustees with respect to any Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
About HASI
HASI is an investor in sustainable infrastructure assets advancing the energy transition. With more than $14 billion in managed assets, HASI's investments are diversified across multiple asset classes, including utility-scale solar, onshore wind, and storage; distributed solar and storage; RNG; and energy efficiency. HASI combines deep expertise in energy markets and financial structuring with long-standing programmatic client partnerships to deliver superior risk-adjusted returns and measurable environmental benefits.
Forward-Looking Statements:
This release may contain 'forward-looking statements,' which include information concerning the expected timing of the Tender Offer, our ability to complete the Tender Offer, other terms of the Tender Offer including the Financing Condition and the General Condition, the successful completion of the concurrent Notes Offering, and other information that is not historical information. When used in this release, the words 'outlook,' 'forecast,' 'estimates,' 'expects,' 'anticipates,' 'projects,' 'plans,' 'intends,' 'believes,' 'will' and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this release. Numerous other factors, many of which are beyond HASI's control, could cause actual results to differ materially from those expressed as forward-looking statements. Other risk factors include those that are discussed in HASI's filings with the Securities and Exchange Commission. Any forward- looking statement speaks only as of the date on which it is made, and HASI undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Business Upturn
4 hours ago
- Business Upturn
ROSEN, LEADING INVESTOR COUNSEL, Encourages Reddit, Inc. Investors to Secure Counsel Before Important Deadline in Securities Class Action
NEW YORK, June 21, 2025 (GLOBE NEWSWIRE) — WHY: Rosen Law Firm, a global investor rights law firm, announces the filing of a class action lawsuit on behalf of purchasers of securities of Reddit, Inc. (NYSE: RDDT) between October 29, 2024 and May 20, 2025, both dates inclusive (the 'Class Period'). A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than August 18, 2025. SO WHAT: If you purchased Reddit securities during the Class Period you may be entitled to compensation without payment of any out of pocket fees or costs through a contingency fee arrangement. WHAT TO DO NEXT: To join the Reddit class action, go to or call Phillip Kim, Esq. at 866-767-3653 or email [email protected] for more information. A class action lawsuit has already been filed. If you wish to serve as lead plaintiff, you must move the Court no later than August 18, 2025. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. WHY ROSEN LAW: We encourage investors to select qualified counsel with a track record of success in leadership roles. Often, firms issuing notices do not have comparable experience, resources, or any meaningful peer recognition. Be wise in selecting counsel. The Rosen Law Firm represents investors throughout the globe, concentrating its practice in securities class actions and shareholder derivative litigation. Rosen Law Firm achieved the largest ever securities class action settlement against a Chinese Company at the time. Rosen Law Firm was Ranked No. 1 by ISS Securities Class Action Services for number of securities class action settlements in 2017. The firm has been ranked in the top 4 each year since 2013 and has recovered hundreds of millions of dollars for investors. In 2019 alone the firm secured over $438 million for investors. In 2020, founding partner Laurence Rosen was named by law360 as a Titan of Plaintiffs' Bar. Many of the firm's attorneys have been recognized by Lawdragon and Super Lawyers. DETAILS OF THE CASE: According to the lawsuit, throughout the Class Period, defendants made false and misleading statements and/or failed to disclose that: (1) changes in Google Search's algorithm and features like AI Overview were causing users to stop their query on Google search; (2) these algorithm changes were materially different than prior instances of reduced traffic to the Reddit website; (3) defendants were aware that the increase in the query term 'Reddit' on search engines was because users were getting the sought after answer from Google Search without having to go to Reddit, and not because they intended to visit Reddit; (4) this zero-click search reality was dramatically reducing traffic to Reddit in a manner Reddit was unable to overcome in the short term; and (5) defendants, therefore, lacked a reasonable basis for its outlook on user rates and advertising revenues. When the true details entered the market, the lawsuit claims that investors suffered damages. To join the Reddit class action, go to or call Phillip Kim, Esq. at 866-767-3653 or email [email protected] for more information. No Class Has Been Certified. Until a class is certified, you are not represented by counsel unless you retain one. You may select counsel of your choice. You may also remain an absent class member and do nothing at this point. An investor's ability to share in any potential future recovery is not dependent upon serving as lead plaintiff. Follow us for updates on LinkedIn: on Twitter: or on Facebook: Attorney Advertising. Prior results do not guarantee a similar outcome. ——————————- Contact Information: Laurence Rosen, Esq. Phillip Kim, Esq. The Rosen Law Firm, P.A. 275 Madison Avenue, 40th Floor New York, NY 10016 Tel: (212) 686-1060 Toll Free: (866) 767-3653 Fax: (212) 202-3827 [email protected]
Yahoo
4 hours ago
- Yahoo
Does The Market Have A Low Tolerance For GreenTree Hospitality Group Ltd.'s (NYSE:GHG) Mixed Fundamentals?
It is hard to get excited after looking at GreenTree Hospitality Group's (NYSE:GHG) recent performance, when its stock has declined 18% over the past three months. We, however decided to study the company's financials to determine if they have got anything to do with the price decline. Stock prices are usually driven by a company's financial performance over the long term, and therefore we decided to pay more attention to the company's financial performance. Specifically, we decided to study GreenTree Hospitality Group's ROE in this article. Return on equity or ROE is an important factor to be considered by a shareholder because it tells them how effectively their capital is being reinvested. In other words, it is a profitability ratio which measures the rate of return on the capital provided by the company's shareholders. This technology could replace computers: discover the 20 stocks are working to make quantum computing a reality. Return on equity can be calculated by using the formula: Return on Equity = Net Profit (from continuing operations) ÷ Shareholders' Equity So, based on the above formula, the ROE for GreenTree Hospitality Group is: 7.2% = CN¥107m ÷ CN¥1.5b (Based on the trailing twelve months to December 2024). The 'return' is the amount earned after tax over the last twelve months. So, this means that for every $1 of its shareholder's investments, the company generates a profit of $0.07. See our latest analysis for GreenTree Hospitality Group We have already established that ROE serves as an efficient profit-generating gauge for a company's future earnings. We now need to evaluate how much profit the company reinvests or "retains" for future growth which then gives us an idea about the growth potential of the company. Generally speaking, other things being equal, firms with a high return on equity and profit retention, have a higher growth rate than firms that don't share these attributes. On the face of it, GreenTree Hospitality Group's ROE is not much to talk about. Next, when compared to the average industry ROE of 19%, the company's ROE leaves us feeling even less enthusiastic. For this reason, GreenTree Hospitality Group's five year net income decline of 16% is not surprising given its lower ROE. We reckon that there could also be other factors at play here. Such as - low earnings retention or poor allocation of capital. That being said, we compared GreenTree Hospitality Group's performance with the industry and were concerned when we found that while the company has shrunk its earnings, the industry has grown its earnings at a rate of 33% in the same 5-year period. Earnings growth is a huge factor in stock valuation. What investors need to determine next is if the expected earnings growth, or the lack of it, is already built into the share price. This then helps them determine if the stock is placed for a bright or bleak future. Is GreenTree Hospitality Group fairly valued compared to other companies? These 3 valuation measures might help you decide. In spite of a normal three-year median payout ratio of 27% (that is, a retention ratio of 73%), the fact that GreenTree Hospitality Group's earnings have shrunk is quite puzzling. So there could be some other explanations in that regard. For instance, the company's business may be deteriorating. Moreover, GreenTree Hospitality Group has been paying dividends for six years, which is a considerable amount of time, suggesting that management must have perceived that the shareholders prefer consistent dividends even though earnings have been shrinking. Overall, we have mixed feelings about GreenTree Hospitality Group. Even though it appears to be retaining most of its profits, given the low ROE, investors may not be benefitting from all that reinvestment after all. The low earnings growth suggests our theory correct. Wrapping up, we would proceed with caution with this company and one way of doing that would be to look at the risk profile of the business. Our risks dashboard would have the 4 risks we have identified for GreenTree Hospitality Group. — Investing narratives with Fair Values Vita Life Sciences Set for a 12.72% Revenue Growth While Tackling Operational Challenges By Robbo – Community Contributor Fair Value Estimated: A$2.42 · 0.1% Overvalued Vossloh rides a €500 billion wave to boost growth and earnings in the next decade By Chris1 – Community Contributor Fair Value Estimated: €78.41 · 0.1% Overvalued Intuitive Surgical Will Transform Healthcare with 12% Revenue Growth By Unike – Community Contributor Fair Value Estimated: $325.55 · 0.6% Undervalued View more featured narratives — Have feedback on this article? Concerned about the content? Get in touch with us directly. Alternatively, email editorial-team (at) article by Simply Wall St is general in nature. We provide commentary based on historical data and analyst forecasts only using an unbiased methodology and our articles are not intended to be financial advice. It does not constitute a recommendation to buy or sell any stock, and does not take account of your objectives, or your financial situation. We aim to bring you long-term focused analysis driven by fundamental data. Note that our analysis may not factor in the latest price-sensitive company announcements or qualitative material. Simply Wall St has no position in any stocks mentioned. Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
Yahoo
4 hours ago
- Yahoo
Why Redwire Stock Tumbled by Nearly 17% This Week
The company fell earthward after it announced a capital-raising measure. It's also now on the hook for its latest portfolio acquisition. 10 stocks we like better than Redwire › Friday probably didn't come fast enough for space exploration equipment specialist Redwire (NYSE: RDW). After all, according to data compiled by S&P Global Market Intelligence, its share price fell by nearly 17% this week. A dilutive share issue and the closing of a pricey asset buy were two key factors in that double-digit dip. On Monday after market close, Redwire announced that it is floating a secondary issue of its common stock, and the following day divulged that the issue is being upsized. Ultimately, Redwire aims to float just over 15.5 million such shares at a price of $16.75 apiece, for total gross proceeds of roughly $260 million. Also, the underwriters of the issue have been granted a 30-day option to collectively purchase up to an additional 2.3 million-plus shares. Redwire said that it will use the net proceeds of the flotation for purposes such as balance sheet strengthening, the repurchase of convertible preferred stock outstanding, and debt retirement. Investors rarely greet news of share dilution warmly, and this issue certainly qualifies -- at the moment, Redwire's outstanding common share count is less than 142.6 million. While it's going to the well for more funds, at the same time, Redwire is about to spend a pile. On Wednesday, private equity firm Sleeping Bear Capital announced the completion of its sale of Edge Autonomy to Redwire. The deal, valued at over $1.1 billion, gives the company an unmanned aerial vehicle (UAV) developer that has contracts with federal agencies, as well as public-sector clients abroad. Since Redwire is still at a relatively early stage in its business life, it has to take available opportunities to keep its finances strong, and to grow. Dilution isn't pleasant, of course, but hopefully the company will manage to deploy that fresh capital smartly and efficiently. We can say the same for its ownership of Edge Autonomy. Before you buy stock in Redwire, consider this: The Motley Fool Stock Advisor analyst team just identified what they believe are the for investors to buy now… and Redwire wasn't one of them. The 10 stocks that made the cut could produce monster returns in the coming years. Consider when Netflix made this list on December 17, 2004... if you invested $1,000 at the time of our recommendation, you'd have $659,171!* Or when Nvidia made this list on April 15, 2005... if you invested $1,000 at the time of our recommendation, you'd have $891,722!* Now, it's worth noting Stock Advisor's total average return is 995% — a market-crushing outperformance compared to 172% for the S&P 500. Don't miss out on the latest top 10 list, available when you join . See the 10 stocks » *Stock Advisor returns as of June 9, 2025 Eric Volkman has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy. Why Redwire Stock Tumbled by Nearly 17% This Week was originally published by The Motley Fool
