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
Exhibit 1.2
HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
Amendment No. 1 to the At Market Issuance Sales Agreement
February 26, 2021
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, New York 10171
Robert W. Baird & Co. Incorporated
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Loop Capital Markets LLC
111 W. Jackson Blvd., Suite 1901
Chicago, Illinois 60604
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
Nomura Securities International, Inc.
Worldwide Plaza
309 West 49th Street
New York, New York 10019
Ladies and Gentlemen:
Reference is made to the At Market Issuance Sales Agreement, dated May 13, 2020 (the “Agreement”), among Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the “Company”), and 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., 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 $350,000,000 on the terms set forth in the Agreement.
SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
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SECTION 2. Amendments.
| (a) | Addressees: |
| (i) | The address of B. Riley FBR, Inc. on page 1 of the Agreement is amended and restated as follows: |
B. Riley Securities, Inc.
299 Park Avenue 21st Floor
New York, New York 10171
| (b) | Introductory Paragraph: |
| (i) | The aggregate gross sales price in the introductory paragraph on page 1 of the Agreement is amended to replace “$350,000,000” with “$500,000,000”. |
| (ii) | For the avoidance of doubt, the amounts sold counted against the aggregrate gross sales price shall not include amounts sold pursuant to the Agreement prior to the date hereof. |
| (c) | Section 10 (Notices): |
| (i) | Section 10 of the Agreement is hereby amended as follows: |
| (A) | to amend and restate the address for Loop Capital Markets as follows: |
“Loop Capital Markets at 111 W. Jackson Blvd., Suite 1901, Chicago,
IL 60604 to the attention of Corporate Investment Banking”
| (B) | to amend and restate the address for SMBC Nikko Securities America, Inc. as follows: |
“SMBC Nikko Securities America, Inc., 277 Park Avenue, New York,
NY 10172, (email: ***@***)”
| (C) | to amend and restate the address for BofA Securities, Inc. as follows: |
“BofA Securities, Inc. at One Bryant Park, New York, NY 10036,
Attention: DG ATM Execution (email: ***@***)”.
| (d) | Annex: |
| (i) | The introductory paragraph in Annex I of the Agreement is hereby amended to add “as amended, ” immediately after the open parenthesis and immediately before the phrase “the “Sales Agreement”)”. |
SECTION 4. No Further Amendment. The Agreement, as amended by this Amendment No. 1 to the Agreement (this “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.
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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 (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
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 page follows]
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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 W. Eckel | |
| Name: | Jeffrey W. Eckel | |
| Title: | President and Chief Executive Officer | |
[Signature Page to Amendment No. 1 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: | Co-Head of Investment Banking | |
| ROBERT W. BAIRD & CO. INCORPORATED | ||
| By: | /s/ Christopher Walter | |
| Name: | Christopher Walter | |
| Title: | Managing Director | |
| BOFA SECURITIES, INC. | ||
| By: | /s/ Jason Satsky | |
| Name: | Jason Satsky | |
| Title: | Managing Director | |
| LOOP CAPITAL MARKETS LLC | ||
| By: | /s/ Sidney Dillard | |
| Name: | Sidney Dillard | |
| Title: | Partner | |
| SMBC NIKKO SECURITIES AMERICA, INC. | ||
| By: | /s/ Michelle Petropoulos | |
| Name: | Michelle Petropoulos | |
| Title: | Managing Director | |
| NOMURA SECURITIES INTERNATIONAL, INC. | ||
| By: | /s/ Meir Lewis | |
| Name: | Meir Lewis | |
| Title: | Managing Director | |
[Signature Page to Amendment No. 1 to the At Market Issuance Sales Agreement]
