Amendment No. 4 to the At Market Issuance Sales Agreement, dated May 10, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC

Contract Categories: Business Finance - Credit Agreements
EX-1.5 2 d471573dex15.htm EX-1.5 EX-1.5

Exhibit 1.5

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

Amendment No. 4 to the At Market Issuance Sales Agreement

May 10, 2023

 

B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, New York 10171

  

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Barclays Capital Inc.

745 Seventh Avenue

New York, New York, 10019

  

KeyBanc Capital Markets Inc.

127 Public Square, 7th Floor

Cleveland, Ohio 44114

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

  

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

  

Nomura Securities International, Inc.

Worldwide Plaza

309 West 49th Street

New York, New York 10019

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

  

Truist Securities, Inc.

3333 Peachtree Road NE, 11th Floor

Atlanta, Georgia 30326

Jefferies LLC

520 Madison Avenue

New York, New York 10022

  

Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

Ladies and Gentlemen:

Reference is made to the At Market Issuance Sales Agreement, dated May 13, 2020, as amended by Amendment No. 1 to the At Market Issuance Sales Agreement, dated February 26, 2021, as further amended by Amendment No. 2 to the At Market Issuance Sales Agreement, dated March 1, 2022, and as further amended by Amendment No. 3 to the At Market Issuance Sales Agreement, dated February 22, 2023 (as amended, the “Agreement”), among Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.), Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Nomura Securities International, Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as an agent and/or principal (each, an “Agent” or collectively, the “Agents”), with respect to the issuance and sale from time to time by the Company of shares of Common Stock having an aggregate gross sales price not to exceed $500,000,000 on the terms set forth in the Agreement.

 

- 1 -


In connection with the foregoing, the parties hereto wish to amend the Agreement through this Amendment No. 4 to the At Market Issuance Sales Agreement (this “Amendment”) to make certain changes to the Agreement with effect on and after the date hereof (the “Effective Date”).

SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

SECTION 2. Amendments. The parties hereto agree, from and after the Effective Date, that:

 

(a)

Addressees:

 

  (i)

The list of Agents on page 1 of the Agreement and their respective addressess are amended and restated as follows:

 

B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, New York 10171

  

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Barclays Capital Inc.

745 Seventh Avenue

New York, New York, 10019

  

KeyBanc Capital Markets Inc.

127 Public Square, 7th Floor

Cleveland, Ohio 44114

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

  

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

  

Nomura Securities International, Inc.

Worldwide Plaza

309 West 49th Street

New York, New York 10019

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

  

Truist Securities, Inc.

3333 Peachtree Road NE, 11th Floor

Atlanta, Georgia 30326

Jefferies LLC

520 Madison Avenue

New York, New York 10022

  

Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

 

(b)

Introductory Paragraph:

 

  (i)

The first sentence of the first paragraph of the Agreement is amended and restated as follows:

Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through either of B. Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC as sales agent and/or principal (each, an “Agent” and together, the “Agents”), shares (the


Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), having an aggregate gross sales price not to exceed $500,000,000, on the terms set forth in this At Market Issuance Sales Agreement, as amended.

 

  (ii)

For the avoidance of doubt, the amounts sold counted against the aggregate gross sales price shall include amounts sold pursuant to the Agreement after February 22, 2023.

 

(c)

Section 10 (Notices):

 

  (i)

Section 10 of the Agreement is hereby amended and restated as follows:

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be directed to B. Riley Securities, Inc. at 299 Park Avenue, 21st Floor, New York, NY 10171, to Barclays Capital Inc. at 745 7th Avenue, New York, New York, 10019, Attention: Syndicate Registration, (fax number: 646 ###-###-####), to BofA Securities, Inc. at One Bryant Park, New York, NY 10036, Attention: DG ATM Execution (email: ***@***), to Credit Suisse Securities (USA) LLC at Eleven Madison Avenue, New York, New York 10010, Facsimile: (212) 325-4296, Attention: IBCM Legal, to Goldman Sachs & Co. LLC at 200 West Street, New York, New York 10282, Facsimile: (212) 902-9316, Attention: Registration Department, to Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel, with a copy to ***@***, to J.P. Morgan Securities LLC at 383 Madison Avenue, 6th Floor, New York, New York 10179, Attention: Sanjeet Dewal, Facsimile: (212) 622-8783, Email: ***@***, to KeyBanc Capital Markets Inc. at 127 Public Square, 7th Floor, Cleveland, OH 44114, Attention: Chris Malik ***@***), Michael Jones ***@***) and John Salisbury ***@***), Telephone: (216) 689-3910, to Morgan Stanley & Co. LLC at 1585 Broadway, 6th Floor, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, to Nomura Securities International, Inc. at Worldwide Plaza, 309 West 49th Street New York, New York 10019, Attention: Equity Capital Markets, Americas, email: ***@***, Fax: (646) 587-9562 with a copy to the Head of IBD Legal, Fax: (646) 587-9548, to Truist Securities, Inc. at 3333 Peachtree Road NE, 11th Floor, Atlanta, Georgia 30326, Attention: Equity Capital Markets (email: ***@***) and to Wells Fargo Securities, LLC at 500 West 33rd Street, New York, New York, 10001, Attention: Equity Syndicate Department (fax no: (212) 214-5918) or email a request to ***@***; and notices to the Company shall be directed to it at 1906 Towne Centre Blvd, Suite 370, Annapolis, MD 21401 (facsimile: (410) 571-6199), attention of Office of the General Counsel.

SECTION 4. No Further Amendment. The Agreement, as amended by the Amendment, is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.

SECTION 5. Governing Law. This Amendment and any claim, counterclaim, controversy or dispute of any kind or nature whatsoever arising out of or in any way relating to this


Amendment, directly or indirectly, shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 6. Counterparts. This Amendment may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes

SECTION 7. Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Amendment.

[Signature pages follow]


If the foregoing correctly sets forth the understanding between the Company and each of the Agents, please so indicate in the space provided below for that purpose, whereupon this Amendment and your acceptance shall constitute a binding agreement among the Company and each of the Agents.

 

Very truly yours,

HANNON ARMSTRONG SUSTAINABLE
INFRASTRUCTURE CAPITAL, INC.

By:  

/s/ Jeffrey A. Lipson

    Name: Jeffrey A. Lipson
    Title: President and Chief Executive Officer

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


Accepted and agreed as of the date first above written:

 

B. RILEY SECURITIES, INC.

By:  

/s/ Patrice McNicoll

  Name: Patrice McNicoll
  Title:   SMD and Co-Head of Investment Banking

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


BARCLAYS CAPITAL INC.

By:  

/s/ Robert Stowe

  Name: Robert Stowe
  Title:   Managing Director

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


BOFA SECURITIES, INC.

By:  

/s/ Ricardo C. Cuenca

  Name: Ricardo C. Cuenca
  Title: Managing Director

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


CREDIT SUISSE SECURITIES (USA) LLC

 

By:  

/s/ Rebecca S Kotkin

    Name: Rebecca S Kotkin
    Title: Managing Director

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


GOLDMAN SACHS & CO. LLC

 

By:  

/s/ Charles Park

    Name: Charles Park
    Title: Managing Director

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


JEFFERIES LLC

 

By:  

/s/ Don Lynaugh

    Name: Don Lynaugh
    Title: Managing Director

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


J.P. MORGAN SECURITIES LLC

 

By:  

/s/ Brett Chalmers

    Name: Brett Chalmers
    Title: Executive Director

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


KEYBANC CAPITAL MARKETS INC.

 

By:  

/s/ Christopher Malik

    Name: Christopher Malik
    Title:   Managing Director, Equity Capital
Markets

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


MORGAN STANLEY & CO. LLC

 

By:  

/s/ Mauricio Dominguez

    Name: Mauricio Dominguez
    Title: Vice President

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


NOMURA SECURITIES INTERNATIONAL, INC.

 

By:  

/s/ Paul Robinson

    Name: Paul Robinson
    Title: Managing Director

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


TRUIST SECURITIES, INC.

 

By:  

/s/ Geoffrey Fennel

    Name: Geoffrey Fennel
    Title: Director

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]


WELLS FARGO SECURITIES, LLC

 

By:  

/s/ Jaime Cohen

    Name: Jaime Cohen
    Title: Managing Director

 

[Signature Page to Amendment No. 4 to the At Market Issuance Sales Agreement]