Business Context and Reporting Period
This Form 8-K was filed by Hannon Armstrong Sustainable Infrastructure Capital, Inc. on January 2, 2014. The report details a modification to a Registration Rights Agreement entered into during the Company's initial public offering in April 2013 with MissionPoint Capital Partners, LLC ("MissionPoint"), an affiliate of a Company director.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on a contractual agreement regarding the registration of securities.
Material Changes
The Company and MissionPoint agreed to delay the requirement to file a Resale Registration Statement for 326,437 shares of common stock issuable upon the redemption of Operating Partnership (OP) Units. The delay is intended to allow the Company to become eligible to file a short-form registration statement on Form S-3, thereby avoiding the additional expense of filing a full resale registration statement prematurely.
Outlook, Risks, and Unusual Items
As a condition of delaying the registration filing, the Company agreed that until the Resale Registration Statement becomes effective, it will not exercise its option to deliver shares of common stock in lieu of cash upon a request for redemption of OP Units held by MissionPoint. Instead, the Company is obligated to redeem such OP Units for cash in accordance with the partnership agreement terms.
Investor Verification Checklist
- Verify the exact number of shares (326,437) subject to the delayed resale registration.
- Confirm the Company's current eligibility status for filing a Form S-3 short-form registration statement.
- Review the partnership agreement terms regarding the cash redemption price for OP Units, as the stock-for-cash option is temporarily waived for MissionPoint.
- Monitor future filings for the effective date of the Resale Registration Statement.