HASI Prices Private Offering of $350 Million of 3.750% Green Exchangeable Senior Unsecured Notes and Entry into Capped Call Transactions

Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“HASI,” “we,” “our,” or the “Company”) (NYSE: HASI), a leading investor in climate solutions, today announced that it has priced its private offering of $350 million in aggregate principal amount of 3.750% green exchangeable senior unsecured notes due 2028 (the “Notes”) by its indirect subsidiaries, HAT Holdings I LLC (“HAT I”) and HAT Holdings II LLC (“HAT II,” and together with HAT I, the “Issuers”). At issuance, the Notes will be guaranteed by the Company, Hannon Armstrong Sustainable Infrastructure, L.P. and Hannon Armstrong Capital, LLC. The settlement of the Notes is expected to occur on August 11, 2023, subject to customary closing conditions. The Issuers have granted to the initial purchasers of the Notes an option to purchase, during the 13-day period beginning on, and including the first date on which the Notes are issued, up to $52.5 million additional aggregate principal amount of the Notes.

The Company estimates that the net proceeds from the offering of the Notes will be approximately $342.0 million (or approximately $393.4 million if the option to purchase additional Notes described below is exercised in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. Additionally, the Company expects to use $32.9 million of cash on hand to enter into privately negotiated capped call transactions as described below. If the initial purchasers exercise their option to purchase additional Notes, the Issuers intend to enter into additional capped call transactions with the option counterparties (as defined below). In addition, the Company also intends to use approximately $76.3 million of the net proceeds from the offering of the Notes to repurchase for cash certain of its 0.00% Convertible Senior Notes due 2023 (the “2023 Convertible Notes”) as described below. The Company intends to allocate an amount equal to the net proceeds of the offering to acquire, invest in or refinance, in whole or in part, new and/or existing eligible green projects. Investment opportunities have already been identified and are consistent with the Company’s normal course investment profile. In addition, these eligible green projects may include projects with disbursements made during the twelve months preceding the issue date of the Notes and those with disbursements to be made following the issue date. Prior to the full investment of such net proceeds, the Company intends to invest such net proceeds in interest-bearing accounts and short-term, interest-bearing securities which are consistent with the Company’s intention to continue to qualify for taxation as a REIT.