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Section 1: 8-K (FORM 8-K)

Form 8-K





Washington, DC 20549









Date of Report (Date of earliest event reported): March 27, 2019




(Exact name of registrant as specified in its charter)




Maryland   001-35877   46-1347456

(State or Other Jurisdiction of

Incorporation or Organization)



File Number)


(I.R.S. Employer

Identification Number)

1906 Towne Centre Blvd, Suite 370 Annapolis,

Maryland 21401

(Address of Principal Executive Offices)

(410) 571-6161

(Registrant’s telephone number, including area code)



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))

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 9.01

Financial Statements and Exhibits.

(d) Exhibits.






  5.1    Opinion of Clifford Chance US LLP (including consent of such firm)
23.1    Consent of Clifford Chance US LLP (included in Exhibit 5.1)


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



/s/ Steven L. Chuslo

  Steven L. Chuslo
  Executive Vice President and General Counsel

Dated: March 28, 2019


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Section 2: EX-5.1 (EX-5.1)


Exhibit 5.1

March 27, 2019

Hannon Armstrong Sustainable Infrastructure Capital Inc.

1906 Towne Centre Blvd

Suite 370

Annapolis, Maryland 21401

Ladies and Gentlemen:

We have acted as counsel to Hannon Armstrong Sustainable Infrastructure Capital Inc. (the “Company”) in connection with the registration statement on Form S-3 (File No. 333-230546), filed with the Securities and Exchange Commission (the “Commission”) on March 27, 2019, under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”) (the registration statement, at the time it became effective, including all information incorporated by reference therein or deemed to be a part thereof, is herein referred to as the “Registration Statement”).

We are furnishing this letter to you in connection with the offer and sale by the Company from time to time of its common stock, par value $0.01 per share (the “Shares”), having an aggregate offering price of up to $234,876,121, which is to be sold by the Company in accordance with the terms of the At Market Issuance Sales Agreement, dated March 12, 2019 (the “Sales Agreement”), by and among the Company, on the one hand, and B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Loop Capital Markets LLC as Agents named therein, on the other hand (the “Agents”).

In rendering the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate.

Based on the foregoing, and such other examination of law and fact as we have deemed necessary, we are of the opinion that following the (i) issuance of the Shares pursuant to the terms of the Sales Agreement and (ii) receipt by the Company of the consideration for the Shares specified in the resolutions of the board of directors, the Shares will be legally issued, fully paid, and nonassessable.

The opinion set forth in this letter relates only to the Maryland General Corporation Law, currently in effect, and we express no opinion as to the laws of another jurisdiction and we assume no responsibility for the applicability or effect of the law of any other jurisdiction.

We consent to the filing of this opinion as Exhibit 5.1 to a Current Report on Form 8-K that shall be incorporated by reference into the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus supplement which is a part of the Registration Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.


Very truly yours,
/s/ Clifford Chance US LLP


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