HASI Announces Proposed Private Offering of $350 Million Green Exchangeable Senior Unsecured Notes and Intention to Enter into Capped Call Transactions - Seite 2

Contemporaneously with the pricing of the Notes in the offering, the Company may enter into separate and individually negotiated transactions with certain holders of its 0.00% Convertible Senior Notes due 2023 (the “2023 Convertible Notes”) to repurchase for cash certain of the 2023 Convertible Notes (the “concurrent note repurchases”). The terms of any concurrent note repurchases are anticipated to be individually negotiated with each holder of the 2023 Convertible Notes and will depend on several factors, including the market price of the Common Stock and the trading price of the 2023 Convertible Notes at the time of each such concurrent note repurchase. No assurance can be given as to how much, if any, of the 2023 Convertible Notes will be repurchased or the terms on which they will be repurchased. The Company expects that certain holders of any 2023 Convertible Notes that the Company agrees to repurchase that have hedged their equity price risk with respect to such 2023 Convertible Notes will, concurrently with the pricing of the Notes offered hereby, unwind all or part of their hedge positions by buying the Common Stock and/or entering into or various unwinding derivative transactions with respect to the Common Stock.

Any repurchase of the 2023 Convertible Notes, and the potential related market activities by holders of the 2023 Convertible Notes participating in the concurrent note repurchases, could increase (or reduce the size of any decrease in) the market price of the Common Stock, which may affect the trading price of the Notes at that time and the initial exchange price of the Notes. The Company cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes or the Common Stock.

In connection with the pricing of the Notes, the Company expects the Issuers will enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates or other financial institutions (the “option counterparties”). The capped call transactions are expected to cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the Notes, the same number of shares of the Common Stock that will initially underly the Notes.