HASI簽訂22.5億美元新循環信貸及4億美元定期貸款，降低融資成本並延長到期日

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported)

July 14, 2026

 

 

 

HA
SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

(Exact Name of Registrant as Specified in its
Charter)

 

 

 

 
 Delaware
 001-35877
 46-1347456

 
 (State
 or Other Jurisdiction

 of Incorporation)
 (Commission
 File Number)
 (IRS
 Employer Identification

 No.)

 
 

One
Park Place,

Suite
200

Annapolis,
Maryland 21401

(Address of principal executive
offices)

(Zip Code)

 

Registrant’s telephone
number, including area code: (410) 571-9860

 

(Former Name or Former Address, if Changed Since
Last Report)

 

 

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

¨Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

¨Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

¨Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to
Section 12(b) of the Exchange Act:

 

 
 Title
 of each class
 Trading
 Symbol(s)
 Name
 of each exchange on which registered

 
 Common
 Stock, $0.01 par value per share
 HASI
 New
 York Stock Exchange

 
 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.   ¨

 

 

 

  

  

 

 

Item 1.01.
Entry Into a Material Definitive Agreement.

 

On
July 14, 2026, HA Sustainable Infrastructure Capital, Inc. (the “Company”) as borrower, entered into a new $2.250 billion, 5-year unsecured
revolving credit facility pursuant to a CarbonCount®-based
revolving credit agreement (the “New Credit Agreement”) with JPMorgan Chase Bank, N.A. (“JPMorgan”) as administrative
agent, sole bookrunner, sustainability structuring agent and lead arranger, Citibank, N.A., Coöperatieve Rabobank U.A., Credit Agricole
Corporate and Investment Bank, ING Capital LLC, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo
Mitsui Banking Corporation and Truist Bank as documentation agents, the loan parties from time to time party thereto and the lenders
party thereto. The obligations of the Company under the New Credit Agreement are guaranteed by certain subsidiaries of the Company. The
New Credit Agreement replaces the Company’s prior $1.825 billion unsecured credit facility entered into in April 2024 (the
“Prior Credit Agreement”). Each of the existing 18 relationship bank lenders committed under the New Credit Agreement participated
in the Prior Credit Agreement.

 

The
following table summarizes certain key changes reflected in the New Credit Agreement as compared to the Prior Credit Agreement.

 

 
 Term
 New
 Credit Agreement
 Prior
 Credit Agreement

 
 Revolving
 Commitment
 $2,250,000,000
 $1,825,000,000

 
 Maturity
 July
 2031
 April
 2028

 
 Current
 Interest Rate on Drawn Amounts
 Current
 spread of 157.5 bps + Term SOFR (or the applicable benchmark). The current spread is based on the Company’s current credit
 rating adjusted for the applicable CarbonCount®-based sustainability adjustment of 5 bps.
 Current
 spread of 167.5 bps + Term SOFR (or the applicable benchmark). The current spread is based on the Company’s current credit
 rating plus 10 bps adjusted for the applicable CarbonCount®-based sustainability adjustment of 5 bps.

 
 Current
 Commitment Fee Rate on Undrawn Amounts
 Current
 commitment fee of 27 bps based on the Company’s credit
 rating adjusted for the applicable CarbonCount®-based sustainability adjustment on undrawn amounts.
 Current
 commitment fee of 29.5 bps based on the Company’s credit rating adjusted for the applicable CarbonCount®-based sustainability
 adjustment on undrawn amounts.

 
 

The
New Credit Agreement bears interest at a rate of the Term SOFR Rate (as defined in the New Credit Agreement) or the applicable benchmark
plus an applicable margin ranging from 1.25% to 2.125% based on the Company’s current credit rating, which may be adjusted upward
or downward up to 0.10% to the extent the Company achieves certain CarbonCount® levels. The New Credit Agreement
has a commitment fee on undrawn amounts ranging from 0.20% to 0.45% based on the Company’s current credit rating, which may be
adjusted upward or downward up to 0.01% to the extent the Company achieves certain CarbonCount® levels.
For the current interest rate on drawn amounts and current fee rate on undrawn amounts under the New Credit Agreement, see the table
above.

 

The
New Credit Agreement contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction
of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments,
fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock
repurchases, and dividends the Company declares. The New Credit Agreement also includes customary events of default and remedies.

 

A
copy of the New Credit Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the descriptions of
the material terms of the New Credit Agreement in this Item 1.01 are qualified in their entirety by reference to such Exhibit, which
is incorporated herein by reference.

 

The
above summary of the terms of the Prior Credit Agreement is not a complete description thereof and is qualified in its entirety
by the full text of the Prior Credit Agreement and the amendments thereto, which are filed as Exhibits 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7
to this Current Report on Form 8-K, and are incorporated herein by reference.

 

 - 2 -

  

 

 

Item
1.02. Termination of a Material Definitive Agreement.

 

On July
14, 2026, in connection with the Company’s entry into the New Credit Agreement described in Item 1.01 above, the Company terminated
the Prior Credit Agreement. The Company had no outstanding loans under the Prior Credit Agreement and all other obligations under the
Prior Credit Agreement have been paid, with the exception of letters of credit issued under the Prior Credit Agreement which are now
issued under the New Credit Agreement.

 

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information
set forth above under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

 

Item 8.01.  Other Events.

 

On
July 14, 2026, the Company as borrower, entered into a new $400 million, 3-year senior unsecured term loan facility pursuant
to a CarbonCount®-based term loan agreement (the “New
Term Loan Agreement”) with JPMorgan as administrative agent, sole bookrunner and sustainability structuring agent, Coöperatieve
Rabobank U.A., New York Branch and JP Morgan as joint lead arrangers, Coöperatieve Rabobank U.A., New York Branch as documentation
agent, the loan parties from time to time party thereto and the lenders party thereto. The obligations of the Company under the New Term
Loan Agreement are guaranteed by certain subsidiaries of the Company. The New Term Loan Agreement replaces the Company’s existing
$250 million unsecured term loan facility entered into in April 2024 (the “Prior Term Loan Agreement”) and the Company’s
existing $250 million delayed draw term loan facility entered into in November 2025 (the “Delayed Draw Term Loan Agreement”),
which were terminated on July 14, 2026.

 

Principal
amounts under the New Term Loan Agreement will bear interest at a rate of Term SOFR plus applicable margins based on the Company’s
current credit rating, which may be adjusted up to 0.10% to the extent the Company achieves certain CarbonCount® levels.
As of the date of the New Term Loan Agreement, the applicable margin is 1.45%, which represents a 33 basis point reduction compared
to the weighted average spreads of the Company’s Prior Term Loan Agreement and Delayed Draw Term Loan Agreement, based on spreads
at close of 1.925% and 1.65%, respectively.

 

The New
Term Loan Agreement contains terms, conditions, covenants, and representations and warranties that are customary and typical for a transaction
of this nature, including various affirmative and negative covenants, and limitations on the incurrence of liens and indebtedness, investments,
fundamental organizational changes, dispositions, changes in the nature of business, transactions with affiliates, use of proceeds, stock
repurchases, and dividends the Company declares. The New Term Loan Agreement also includes customary events of default and remedies.

 

 - 3 -

  

 

 

Item 9.01 Financial Statements and Exhibits.

 

 
 (d)
 Exhibits.

 
 

 
 Exhibit

 No. 

  
 Description

 
  
  

 
 1.1
  
 Credit
 Agreement, dated as of July 14, 2026, by and among the Company, JPMorgan Chase Bank, N.A. as
 administrative agent, sole bookrunner, sustainability structuring agent and lead arranger, Citibank, N.A., Coöperatieve Rabobank
 U.A., Credit Agricole Corporate and Investment Bank, ING Capital LLC, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal
 Bank of Canada, Sumitomo Mitsui Banking Corporation and Truist Bank as documentation agents, the loan parties from time to time party
 thereto and each lender from time to time party thereto.

 
 1.2
  
 Credit Agreement, dated
 as of April 12, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as administrative
 agent, sole bookrunner and sustainability structuring agent and lender, Citibank, N.A., Credit Agricole Corporate and Investment
 Bank, Keybank National Association, M&T Bank, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo
 Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers, Bank of America, N.A., Barclays Bank PLC and Goldman
 Sachs Bank USA as documentation agents, and each lender from time to time party thereto (incorporated by reference to Exhibit 1.1
 to the Company’s Form 8-K (No.001-35877), filed on April 17, 2024).

 
 1.3
  
 Amendment No. 1 to Credit
 Agreement, dated as of September 10, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.
 as administrative agent, sole bookrunner, sustainability structuring agent and lender, Citibank, N.A., Credit Agricole Corporate
 and Investment Bank, Keybank National Association, M&T Bank, Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., Royal Bank
 of Canada, Sumitomo Mitsui Banking Corporation and Truist Securities, Inc. as joint lead arrangers and lenders, and Bank of America,
 N.A., Barclays Bank PLC and Goldman Sachs Bank USA as documentation agents and lenders (incorporated by reference to Exhibit 1.2
 to the Company’s Form 8-K (No.001-35877), filed on September 13, 2024).

 
 1.4
  
 Amendment No. 2 to Credit
 Agreement, dated as of October 31, 2024, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.
 as administrative agent and Coöperatieve Rabobank U.A., New York Branch as lender (incorporated by reference to Exhibit 1.3
 to the Company’s Form 8-K (No.001-35877), filed on November 1, 2024).

 
 1.5
  
 Amendment No. 3 to Credit
 Agreement, dated as of March 28, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A. as
 administrative agent and Bank of Montreal and M&T Bank as lenders (incorporated by reference to Exhibit 1.4 to the Company’s
 Form 8-K (No.001-35877), filed on March 31, 2025).

 
 1.6
  
 Amendment No. 4 to Credit
 Agreement, dated as of December 9, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.
 as administrative agent and ING Capital LLC as lender (incorporated by reference to Exhibit 1.5 to the Company’s Form 8-K (No.001-35877),
 filed on December 10, 2025).

 
 1.7
  
 Amendment No. 5 to Credit
 Agreement, dated as of December 22, 2025, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.
 as administrative agent and Natixis, New York Branch and The Bank of Nova Scotia as lenders (incorporated by reference to Exhibit
 1.6 to the Company’s Form 8-K (No.001-35877), filed on December 29, 2025).

 
 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document).

 

  

 - 4 -

  

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

 
HA SUSTAINABLE INFRASTRUCTURE CAPITAL, INC. 

 
 
 

 
By:
/s/ Charles W. Melko

Dated: July 20, 2026
 
Name: Charles W. Melko

 
 
Title: Senior Managing Director, Chief Financial Officer and Treasurer

 

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