HASI Adopts Tax Benefit Preservation Plan for Net Operating Losses
November 02 2023 - 4:28PM
Business Wire
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
("HASI," "we," "our" or the "Company") (NYSE: HASI), today
announced that its Board of Directors (the "Board") has adopted a
tax benefits preservation plan (the "NOL Plan") to help preserve
the value of its net operating losses ("NOLs") and other tax
attributes (together with NOLs, "Tax Attributes").
The Company estimates that its cumulative NOL carryforwards
exceed $465 million, as of December 31, 2022, which together with
its other tax attributes can be utilized in certain circumstances
to reduce future U.S. corporate income tax liabilities. However,
the Company’s ability to use its Tax Attributes may become
substantially limited if HASI were to experience an "ownership
change" as defined under Section 382 of the Internal Revenue Code.
In general, an ownership change would occur if one or more
stockholders beneficially owning at least five percent of the
outstanding HASI stock (or deemed to be a "5% stockholder" under
Section 382) increase their aggregate ownership in HASI by more
than 50 percentage points over their lowest ownership percentage
within a rolling three-year period. The NOL Plan reduces the risk
of an ownership change by deterring any person from obtaining
beneficial ownership of 4.9 percent or more of HASI stock.
In connection with its adoption of the NOL Plan, the Board
declared a dividend of one right to purchase junior participating
preferred stock, which are referred to as "rights," for each
outstanding share of HASI common stock. The dividend will be
payable to holders of record as of the close of business on
November 21, 2023. Any shares of HASI common stock issued after the
record date will be issued together with a right. The rights will
become exercisable after a person or group, without the approval of
the Board, acquires beneficial ownership of 4.9 percent or more of
HASI stock or commences a tender offer or exchange offer for HASI
stock that would result in such beneficial ownership of 4.9 percent
or more. Existing HASI stockholders that, as of the date of this
press release, beneficially own (together with their affiliates and
associates) in excess of 4.9 percent of HASI’s stock are
"grandfathered in" at their current ownership level, but the rights
will become exercisable if any such existing HASI stockholders,
without Board approval, acquires additional shares (other than as a
result of a stock repurchase, dividend or split). If the rights
become exercisable, all holders of rights, other than the person or
group whose acquisition of HASI stock triggered the rights, will be
entitled to purchase HASI common stock at a 50 percent discount to
its then-current market value. Rights held by the person or group
whose acquisition of HASI stock triggered the rights will become
void and will not be exercisable or eligible for exchange. In
addition, the Board may choose to exchange all or any portion of
the rights, once they become exercisable, for one share of HASI
common stock per right (subject to adjustment under the NOL Plan).
The distribution of the rights is not taxable to stockholders or to
the Company.
The Board may consider requests by stockholders to exempt
certain acquisitions of HASI common stock from the NOL Plan if the
Board determines that doing so would not limit or impair the
availability of the tax benefits or is otherwise in HASI’s best
interests.
The rights will expire on November 2, 2026, provided that, if
HASI stockholders do not approve the NOL Plan by November 2, 2024,
the rights will expire on such date. The rights may also expire on
an earlier date upon the occurrence of certain events, including a
determination by the Board that the NOL Plan is no longer necessary
or desirable for the preservation of Tax Attributes or that no Tax
Attributes may be carried forward. Because the Rights may be
redeemed under certain circumstances by the Company's Board, the
NOL Plan should not interfere with any action that the Board
determines to be in the best interests of the Company and its
stockholders.
Further details about the NOL Plan will be contained in a Form
8-K and in a Registration Statement on Form 8-A to be filed with
the Securities and Exchange Commission by HASI.
About HASI
HASI (NYSE: HASI) is a leading climate positive investment firm
that actively partners with clients to deploy real assets that
facilitate the energy transition. With more than $11 billion in
managed assets, our vision is that every investment improves our
climate future. For more information, please visit hasi.com.
Forward-Looking Statements
Some of the information contained in this press release is
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended that are subject to
risks and uncertainties. For these statements, we claim the
protections of the safe harbor for forward-looking statements
contained in such Sections. These forward-looking statements
include information about possible or assumed future results of our
business, financial condition, liquidity, results of operations,
plans and objectives. When we use the words "believe," "expect,"
"anticipate," "estimate," "plan," "continue," "intend," "should,"
"may" or similar expressions, we intend to identify forward-looking
statements.
Forward-looking statements are subject to significant risks and
uncertainties. Investors are cautioned against placing undue
reliance on such statements. Actual results may differ materially
from those set forth in the forward-looking statements. Factors
that could cause actual results to differ materially from those
described in the forward-looking statements include those discussed
under the caption “Risk Factors” included in our most recent Annual
Report on Form 10-K as well as in other periodic reports that we
file with the U.S. Securities and Exchange Commission
Forward-looking statements are based on beliefs, assumptions and
expectations as of the date of this press release. We disclaim any
obligation to publicly release the results of any revisions to
these forward-looking statements reflecting new estimates, events
or circumstances after the date of this press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20231102221396/en/
Investors: Neha Gaddam investors@hasi.com
410-571-6189
Media: Gil Jenkins media@hasi.com 443-321-5753
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