HA Sustainable Infrastructure Capital Inc美股招股说明书(2025-06-16版)

HA Sustainable Infrastructure Capital, Inc. $600,000,000 6.150% Green Senior Unsecured Notes due 2031$400,000,000 6.750% Green Senior Unsecured Notes due 2035 HA Sustainable Infrastructure Capital, Inc. (the “Issuer”) is offering $600,000,000 aggregate principal amount of 6.150% Green Senior Unsecured Notes due 2031 (the “2031 Notes”)and $400,000,000 aggregate principal amount of 6.750% Green Senior Unsecured Notes due 2035 (the “2035 Notes” and, together with the 2031 Notes, the “Notes”). Interest on the 2031Notes will accrue at the rate of 6.150% per annum and interest on the 2035 Notes will accrue at the rate of 6.750% per annum. Interest on each series of Notes will be paid semi-annually inarrears on each January 15 and July 15, commencing January 15, 2026. The 2031 Notes will mature on January 15, 2031 and the 2035 Notes will mature July 15, 2035. Prior to December 15, 2030, with respect to the 2031 Notes, and prior to April 15,2035, with respect to the 2035 Notes, the Issuer may redeem some or all of such series of Notes, at the Issuer’s option, at any time and from time to time at a price equal to 100% of theprincipal amount thereof plus the applicable “make-whole” premium as of the applicable date of redemption, together with accrued and unpaid interest thereon, if any, to the redemption date.Upon the occurrence of a “Change of Control Repurchase Event,” as defined under “Description of Notes—Offer to Repurchase Upon a Change of Control Repurchase Event,” we will berequired to make an offer to repurchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to, but not including the date of repurchase. The Notes will be the Issuer’s senior unsecured obligations and will rankpari passuin right of payment with all of the Issuer’s existing and future senior unsecured indebtedness andsenior unsecured guarantees. The Notes will be effectively subordinated in right of payment to all of the Issuer’s existing and future secured indebtedness and secured guarantees to the extentof the value of the assets securing such indebtedness and guarantees. In addition, the Notes will be effectively subordinated in right of payment to all existing and future indebtedness,guarantees and other liabilities (including trade payables) and any preferred equity of the Issuer’s subsidiaries (other than any subsidiaries that are guarantors of the Notes). When the Notesare first issued they will be guaranteed (the “Guarantees”) solely by each of the Guarantors (as defined under the caption “Description of the Notes—General”). None of our other current orfuture subsidiaries will be required to guarantee the Notes in the future. Under certain circumstances, a Guarantee and all other obligations of the Guarantor of such Guarantee under theIndenture (as defined under the caption “Description of the Notes—General”) will automatically terminate and such Guarantor will automatically be released from all of its obligations undersuch Guarantee and the Indenture, including if such Guarantor ceases or substantially contemporaneously ceases to (i)guarantee any Corporate Indebtedness (other than the Notes) and(ii)have any outstanding Corporate Indebtedness issued by such Guarantor. For additional information, see “Description of the Notes—Guarantees.” To the fullest extent applicable,references to the “Notes” in this prospectus supplement include the related Guarantees. As described under “Use of proceeds,” we intend to utilize the net proceeds of this offering to (i)to fund the purchase of the 3.375% Senior Notes due 2026 (the “2026 Senior Notes”)and the 8.00% Green Senior Unsecured Notes due 2027 (the “2027 Senior Notes”, together with the 2026 Senior Notes, the “Tender Offer Notes”) of our subsidiaries, HAT Holdings I LLC(“HAT I”) and HAT Holdings II LLC (“HAT II”) that are accepted subject to the terms and conditions of the offer to purchase the Tender Offer Notes which commenced substantiallyconcurrently with this offering (the “Tender Offer”), and the payment of related accrued and unpaid interest, premiums, fees and expenses, (ii)to temporarily repay a portion of theoutstanding borrowings under our unsecured revolving credit facility, or (iii)to temporarily repay a portion of the outstanding borrowings under our commercial paper program. We will usecash equal to the net proceeds from this offering to acquire, invest in or refinance, in whole or in part, new and/or existing Eligible Green Projects (as defined under the caption “Use ofproceeds”). Each series of Notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the Notes on any securities exchange or have the Notesquoted on any automated dealer quotation system. Investing in the Notes involves risks. See “Risk Factors” beginning on S-13 of this prospectus supplement and page3 of the accompanying prospectus. You should also readcarefully the risk factors described in our Securities