HA Sustainable Infrastructure Capital Inc美股招股说明书(2026-02-20版)

$600,000,000 HA Sustainable Infrastructure Capital, Inc. 7.125% Green Junior Subordinated Notes due 2056 HA Sustainable Infrastructure Capital, Inc. (the “Issuer”) is offering $600,000,000 aggregate principal amount of 7.125% Green Junior Subordinated Notes due 2056 (the “Notes”). The Notes will bear interest (i)from and including February27, 2026 (which is the expected original issuance date) to, but excluding, November15, 2031 (the “First Reset Date”) at the rate of 7.125% per yearand (ii)from and including the First Reset Date, during each Reset Period (as defined herein), at a rate per year equal to the Five-year U.S. Treasury Rate (as defined herein) as of the most recent Reset InterestDetermination Date (as defined herein) plus a spread of 3.478%, to be reset on each Reset Date; provided, that the interest rate during any Reset Period will not reset below 7.125% (which equals the initial interest rateon the Notes). The Notes will mature on November15, 2056. The Issuer may redeem the Notes in whole or in part on one or more occasions at a price equal to 100% of the principal amount being redeemed, plus accrued andunpaid interest to, but excluding, the redemption date (i)on any day in the period commencing on the date falling 90days prior to the First Reset Date and ending on and including the First Reset Date and (ii)after theFirst Reset Date, on any interest payment date. Subject to the Issuer’s right to defer interest payments as described below, interest on the Notes will be paid semi-annually in arrears on each May15 and November15, commencing May15, 2026. The Notes will be subordinate and junior in right of payment, to the extent set forth in the Indenture (as defined herein), to all senior indebtedness, guarantees and other liabilities of the Issuer and the Guarantors.When the Notes are first issued they will be guaranteed (the “Guarantees”) solely by each of the Guarantors (as defined under the caption “Description of the Notes—General”). The Notes and the Guarantees will rankeffectively junior to the Issuer’s and the Guarantors’ secured debt, respectively, to the extent of the value of the collateral securing such secured debt and to all debt and other liabilities of the Issuer’s subsidiaries (otherthan anypari passudebt and other liabilities of the Guarantors) or the Guarantors’ subsidiaries (other than any subsidiaries that are Guarantors of the Notes), in each case, from time to time outstanding. None of ourother current or future subsidiaries will be required to guarantee the Notes in the future. Under certain circumstances, consistent with the Existing Senior Notes (as defined herein), a Guarantee and all other obligationsof the Guarantor of such Guarantee under the Indenture (as defined under the caption “Description of the Notes—General”) will automatically terminate and such Guarantor will automatically be released from all of itsobligations under such Guarantee and the Indenture, including if such Guarantor ceases or substantially contemporaneously ceases to (i)guarantee any Corporate Indebtedness (as defined under the caption “Descriptionof the Notes”), other than the Notes, and (ii)have any outstanding Corporate Indebtedness issued by such Guarantor. For additional information, see “Description of the Notes—Guarantees.” Unless the contextotherwise requires, references to the “Notes” in this prospectus supplement include the related Guarantees. The Issuer may defer interest payments on the Notes on one or more occasions for up to 10 consecutive years per deferral period as described in this prospectus supplement. Deferred interest payments withrespect to the Notes will accumulate additional interest at a rate equal to the interest rate then applicable to the Notes, to the extent permitted by law. See “Description of the Notes—Option to Defer Interest Payments.” As described under “Use of proceeds,” we intend to utilize the net proceeds of this offering and any offering of Green Senior Unsecured Notes (as defined below under “Prospectus Supplement Summary—Recent Developments—Green Senior Unsecured Notes”) to (i)temporarily repay a portion of the outstanding borrowings under our $1.825billion unsecured credit facility (the “Unsecured Credit Facility”), (ii)temporarily repay a portion of the outstanding borrowings under our commercial paper program that is supported by a $125million direct pay letter of credit from Bank of America, N.A. entered into on September4,2021 (as amended, the “Credit-Enhanced Commercial Paper Program”) or our commercial paper program entered into on December2, 2024 (the “Standalone Commercial Paper Program,” together with our “Credit-Enhanced Commercial Paper Program,” our “Commercial Paper Programs”) or (iii)redeem all or a lesser amount of the outstanding principal amount of the 8.00% Senior Notes due 2027 (the “2027 Senior Notes”). Wewill use cash equal to the net proceeds from this offering to acquire, invest in or refinance, in whole or in part, ne