SECURITIES AND EXCHANGE COMMISSION
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| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31,
20162017
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period fromto
Commission File Number:001-35877 HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.
(Exact name of registrant as specified in its charter)
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| Maryland | | 46-1347456 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
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Annapolis, MD | | 21401 |
| (Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class | | Name of Each Exchange on Which Registered |
| Common Stock, $0.01 par value | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒x No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒x No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form10-K. ☐x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer,
or a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated
filer”, “accelerated filer,”
“accelerated filer” and “smaller reporting company”
and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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| Large accelerated filer | | ☒x | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ (Do not check if a smaller reporting company) | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒x As of June 30,
2016,2017, the aggregate market value of the registrant’s common stock (includes unvested restricted stock) held by
non-affiliates of the registrant was
$883 million$1.2 billion based on the closing sales price of the registrant’s common stock on June 30,
20162017 as reported on the New York Stock Exchange.
On March
20, 201721, 2018 the registrant had a total of
51,745,33252,939,493 shares of common stock, $0.01 par value, outstanding (which includes
1,551,2431,112,940 shares of unvested restricted common stock)
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for the
20172018 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form
10-K.
Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”, “we,” “our,” or “us”) is filing this amendment (the “Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31,
2016,2017, originally filed with the Securities and Exchange Commission (“SEC”) on February
24, 201723, 2018 (the “Original Form 10-K”), solely for the purpose of complying with Regulation S-X, Rule 3-09. Rule 3-09 requires that Form 10-K contain separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method when such entities are individually significant.
We have determined that our equity method
investmentinvestments in
Buckeye Wind Energy Class B HoldingsMM Solar Parent LLC
(Buckeye)("MM Solar") and Helix Fund I LLC ("Helix"), which
isare not consolidated in our financial statements,
waswere significant under the income test of Rule 3-09 in relationship to our financial results for the year ended December 31,
2016.2017. Since
Buckeye’s 2016MM Solar’s and Helix's 2017 financial statements were not available until after the date of the filing of our Original Form 10-K, Rule 3-09 provides that the financial statements may be filed as an amendment to our Original Form 10-K within 90 days after the end of our fiscal year ended December 31,
2016.2017.
Therefore, this Form 10-K/A amends Item 15 of our Original Form 10-K filed on February
24, 201723, 2018 to include the following Exhibits:
Exhibit 23.2 – Consent of Deloitte & ToucheEKS&H LLLP for MM Solar Parent LLC,
Exhibit 23.3 – Consent of CohnReznick LLP for Buckeye Wind Energy Class B HoldingsHelix Fund I LLC, and
Exhibit 99.1 – Buckeye Wind Energy Class B HoldingsMM Solar Parent LLC and Subsidiaries, Financial Statements as of December 31, 2017 and 2016 and for the years then ended and for the year ended December 31, 2015, and
Exhibit 99.2 – Helix Fund I LLC, Financial Statements as of December 31, 20162017 and 2015January 1, 2017 and for the years then ended.year ended December 31, 2017 and the period from December 2, 2016 (inception) through January 1, 2017
This Form 10-K/A does not amend or otherwise update any other information in the Original Form 10-K (including the exhibits to the Original Form 10-K, except for Exhibits 31.3, 31.4, 32.3 and 32.4). Accordingly, this Form 10-K/A should be read in conjunction with our Original Form
10-K and with our filings with the SEC subsequent to the Original Form 10-K. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.3, 31.4, 32.3 and 32.4.
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| Item 15. | Exhibits and Financial Statement Schedules. |
Documents filed as part of the report
The following documents are filed as part of this Form
10-K/A in Part II, Item 8 and are incorporated by reference:
(a)(1) Financial Statements:
See index in Item 8—“Financial Statements and Supplementary Data,” filed with the Original Form 10-K for a list of financial statements.
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Exhibit
number
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3.1 | |
Exhibit number | Exhibit description |
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| 3.1 | |
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| 3.2 | | |
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| 3.3 | | |
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| 4.1 | | |
| 4.2 | |
| 4.3 | |
| 10.1 | | |
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| 10.2 | | |
| May 4, 2017) |
| 10.3 | | |
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| 10.4 | | |
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| 10.5 | | |
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| 10.6 | | |
| May 4, 2017) |
| 10.7 | | |
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| 10.10 | | |
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| 10.11 | | |
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| 10.12 | | |
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| 10.13 | | |
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| 10.14 | | Agreement and Plan of Merger, dated as of April 23, 2013, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., HA Merger Sub I LLC, HA Merger Sub III LLC, MissionPoint HA Parallel Fund, LLC, MissionPoint ES Parallel Fund I, L.P., MissionPoint HA Parallel Fund I Corp. and MissionPoint HA Parallel Fund, L.P. (incorporated by reference to Exhibit 10.12 to the Registrant’s Form10-Q for the quarter ended June 30, 2013 (No.001-35877), filed on August 9, 2013) |
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| 10.15 | | Agreement and Plan of Merger, dated as of April 23, 2013, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., HA Merger Sub II LLC, HA Merger Sub III LLC, MissionPoint HA Parallel Fund II, LLC, MissionPoint ES Parallel Fund II, L.P. MissionPoint HA Parallel Fund II Corp. and MissionPoint HA Parallel Fund, L.P. (incorporated by reference to Exhibit 10.13 to the Registrant’s Form10-Q for the quarter ended June 30, 2013 (No.001-35877), filed on August 9, 2013) |
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| 10.16 | | Trust Agreement relating to HASI SYB2013-1 Trust, dated as of December 20, 2013, among HASI SYB2013-1 Trust, HASI SYB I LLC, HAT SYB I LLC, The Bank of New York Mellon as Trustee and Hannon Armstrong Sustainable Infrastructure Capital, Inc. (incorporated by reference to Exhibit 10.26 to the Registrant’s Form10-K for the year ended December 31, 2013(No. (No. 001-35877), filed on March 18, 2014) |
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| 10.17 | | |
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| 10.18 | | Unit Purchase Agreement, dated as of May 28, 2014, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., American Wind Capital Company, LLC, Northwharf Nominees Limited, DBD AWCC LLC, NGP Energy Technology Partners II, L.P. and C.C. Hinckley Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’sForm 10-Q for the quarter ended June 30, 2014 (No.001-35877), filed on August 14, 2014) |
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| 10.19 | | |
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| 10.20 | | |
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| 10.21 | | |
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| 10.22 | | |
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| 10.23 | | Amended and Restated PF Continuing Guaranty, dated as of August 12, 2014, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, LP, and Hannon Armstrong Capital, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Form10-Q for the quarter ended September 30, 2014(No. (No. 001-35877), filed on November 7, 2014) |
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| 10.24 | | |
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| 10.25 | | |
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| 10.26 | | |
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| 10.27 | | Amended and Restated G&I Continuing Guaranty, dated as of August 12, 2014, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, LP, and Hannon Armstrong Capital, LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Form10-Q for the quarter ended September 30, 2014(No. (No. 001-35877), filed on November 7, 2014) |
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| 10.28 | | |
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| 10.29 | | |
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| 10.30 | | |
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| 10.31 | | |
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| 10.32 | | Amendment No. 1 to Amended and Restated PF Loan Agreement, dated as of September 22, 2014, by and among HASI CF I Borrower LLC, HAT CF I Borrower LLC, HAT CF II Borrower LLC, each lender from time to time party thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.11 to the Registrant’s Form10-Q for the quarter ended September 30, 2014(No. (No. 001-35877), filed on November 7, 2014) |
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| 10.33 | | Amendment No. 1 to Amended and Restated G&I Loan Agreement, dated as of September 22, 2014, by and among HASI CF I Borrower LLC, HAT CF I Borrower LLC, HAT CF II Borrower LLC, each lender from time to time party thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.12 to the Registrant’s Form10-Q for the quarter ended September 30, 2014(No. (No. 001-35877), filed on November 7, 2014) |
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| 10.34 | | |
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| 10.35 | | |
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| 10.36 | | |
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| 10.37 | | |
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| 10.38 | | Credit Agreement dated as of October 15, 2014, among HA WIND I LLC, as the Borrower, The Financial Institutions and Other Persons From Time To Time Parties Hereto, as the Lenders and Bank of America, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.39 to the Registrant’s Form10-K for the year ended December 31, 2014(No. (No. 001-35877), filed on March 9, 2015) |
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| 10.39 | | |
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| 10.40 | | |
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| 10.41 | | |
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| 10.42 | | |
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| 10.43 | | |
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| 10.44 | | Employment Agreement, dated April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc. and Daniel McMahon (incorporated by reference to Exhibit 10.3 to the Registrant’s Form10-Q for the quarter ended June 30, 2015 (No.001-35877), filed on August 7, 2015) |
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10.4710.46 | | |
| 10.47 | |
10.48 | | |
| 10.48 | |
10.49 | | |
| 10.49 | |
10.50 | | |
| 10.50 | |
10.51 | | |
| 10.51 | |
10.52 | | |
| 10.52 | |
| 10.53 | |
| 10.54 | |
| 10.55 | |
| 10.56 | |
| 10.57 | |
| 21.1 | | |
| 23, 2018) |
| 23.1 | | |
23.2* | |
23.223.3* | | |
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| 24.1 | | |
| 23, 2018) |
| 31.1 | | |
| 23, 2018) |
| 31.2 | | |
31.3* | |
31.3* | | |
31.4* | |
31.4* | | |
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| 32.1 | | |
| 23, 2018) |
| 32.2 | | |
32.3** | |
32.3** | | |
32.4** | |
32.4** | | |
| 99.1* | |
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99.1*99.2* | | Buckeye Wind Energy Class B Holdings |
| December 31, 2017 and the period from December 2, 2016 (inception) through January 1, 2017 |
| 101.INS | | XBRL Instance Document (incorporated by reference to Exhibit 101.INS to the Registrant’s Form10-K (No.001-35877), filed on February 24, 2017) |
| 23, 2018) |
| 101.SCH | | XBRL Taxonomy Extension Schema (incorporated by reference to Exhibit 101.SCH to the Registrant’s Form10-K (No.001-35877), filed on February 24, 2017) |
| 23, 2018) |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase (incorporated by reference to Exhibit 101.CAL to the Registrant’s Form10-K (No.001-35877), filed on February 24, 2017) |
| 23, 2018) |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase (incorporated by reference to Exhibit 101.DEF to the Registrant’s Form10-K (No.001-35877), filed on February 24, 2017) |
| 23, 2018) |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase (incorporated by reference to Exhibit 101.LAB to the Registrant’s Form10-K (No.001-35877), filed on February 24, 2017) |
| 23, 2018) |
| 101 PRE | | XBRL Taxonomy Extension Presentation Linkbase (incorporated by reference to Exhibit 101.PRE to the Registrant’s Form10-K (No.001-35877), filed on February 24, 2017)23, 2018) |
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| ** | Furnished with this report. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. |
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| Date: March 23, 2018 | By: | | /s/ Jeffrey W. Eckel |
| Name: | | Jeffrey W. Eckel |
| Title: | | Chairman, Chief Executive Officer and President |
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| Date: March 23, 2018 | By: | | /s/ Charles W. Melko |
| Name: | | Charles W. Melko |
| Title: | | Chief Accounting Officer and Senior Vice President |
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