HASI adopts tax-benefit preservation plan to protect $465M NOLs from ownership-change risk

HA Sustainable Infrastructure Capital, Inc.

Board declared a dividend of one right per share, payable Nov 21, 2023, to holders of common stock.
Rights become exercisable if a person/group acquires 4.9% or more beneficial ownership without Board approval.
Existing holders above 4.9% are grandfathered but cannot increase stake without triggering rights.
Plan expires Nov 2, 2026, or earlier if stockholders do not approve by Nov 2, 2024.
Company had $465M NOLs and $21M tax credits as of Dec 31, 2022, per the filing.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HA Sustainable Infrastructure Capital, Inc.: Classified a series of preferred stock designated as Series A Preferred Stock via Articles Supplementary to the charter (effective 2023-11-02).

Change: charter amendment
Effective: 2023-11-02

Exact text from the filing

In connection with the Company’s adoption of the Tax Benefits Preservation Plan referenced in Item 1.01 and 3.03 above, the Board classified a series of preferred stock designated as Series A Preferred Stock, on the terms set forth in the Articles Supplementary to the Company’s charter filed with the State Department of Assessments and Taxation of Maryland on November 2, 2023.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

HA Sustainable Infrastructure Capital, Inc. entered into "Tax Benefits Preservation Plan" with Equiniti Trust Company, LLC (effective 2023-11-02).

Action: entry
Counterparty: Equiniti Trust Company, LLC
Effective: 2023-11-02

Exact text from the filing

On November 2, 2023, Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) entered into a Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”) with Equiniti Trust Company, LLC, in its capacity as Rights Agent

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13 governance changes filed in the last 30 days. Browse all governance changes →

HA Sustainable Infrastructure Capital, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-269557

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