HA Sustainable Infrastructure Capital Inc美股招股说明书(2026-02-23版)

$400,000,000 HA Sustainable Infrastructure Capital, Inc. 6.000% Green Senior Unsecured Notes due 2036 HA Sustainable Infrastructure Capital, Inc. (the “Issuer”) is offering $400,000,000 aggregate principal amount of 6.000% Green Senior Unsecured Notes due 2036 (the “Notes”).Interest on the Notes will accrue at the rate of 6.000% per annum. Interest on the Notes will be paid semi-annually in arrears on each March 15 and September 15, commencing on September15, 2026. The Notes will mature on March 15, 2036. Prior to December 15, 2035, the Issuer may redeem some or all of the Notes, at the Issuer’s option, at any time and from time to time at aprice equal to 100% of the principal amount thereof plus the applicable “make-whole” premium as of the applicable date of redemption, together with accrued and unpaid interest thereon, ifany, 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 ControlRepurchase Event,” we will be required 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 thedate 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 and the offering of Green Junior Subordinated Notes (as defined below under “ProspectusSupplement Summary—Recent Developments—Green Junior Subordinated Notes”) to (i)temporarily repay a portion of the outstanding borrowings under our $1.825billion unsecured creditfacility (the “Unsecured Credit Facility”), (ii) temporarily repay a portion of the outstanding borrowings under our commercial paper program that is supported by a $125million direct payletter of credit from Bank of America, N.A. entered into on September4, 2021 (as amended, the “Credit-Enhanced Commercial Paper Program”) or our commercial paper program enteredinto on December2, 2024 (the “Standalone Commercial Paper Program,” together with our “Credit-Enhanced Commercial Paper Program,” our “Commercial Paper Programs”) or(iii)redeem all or a lesser amount of the outstanding principal amount of the 8.00% Senior Notes due 2027 (the “2027 Senior Notes”). We will use cash equal to the net proceeds from thisoffering to acquire, invest in or refinance, in whole or in part, new and/or existing Eligible Green Projects (as defined under the caption “Use of proceeds”). The 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 Notes quoted onany 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 read carefully the risk factors described in our Securities and Exchange Commission (the “SEC”) filings, including our Annual Report onForm 10-K for the fiscal year ended December31, 2025. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus are truthful or complete. Any repre