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HASI Announces Conversion to C-Corporation

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Hannon Armstrong Sustainable Infrastructure Capital, Inc. (HASI) announced its plan to revoke its Real Estate Investment Trust (REIT) election and become a taxable C-Corporation, effective January 1, 2024. The decision, made by the Board of Directors, is not expected to have a material impact on the company's business or operations. The company expects to continue operating in a tax-efficient manner due to existing net operating losses and other tax attributes. President and CEO Jeffrey A. Lipson stated that the change will leave the investment strategy intact and provide greater flexibility to capitalize on the growth opportunities associated with the clean energy transition.
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The transition of Hannon Armstrong Sustainable Infrastructure Capital, Inc. from a Real Estate Investment Trust (REIT) to a taxable C-Corporation is a strategic financial decision that warrants analysis. REITs are generally required to distribute the majority of their taxable income to shareholders and enjoy certain tax benefits. The shift to a C-Corporation status implies that HASI is positioning itself to reinvest more of its earnings back into the company rather than distributing them as dividends, which could indicate a focus on growth and capital appreciation.

However, this move could also result in a higher tax burden in the long run, although the company expects its net operating losses and other tax attributes to mitigate this effect. Investors should consider the potential for changes in dividend policy and the implications for after-tax returns. This structural change may also affect the stock's attractiveness to certain investors, such as those specifically seeking income from REIT distributions.

Understanding the tax implications of HASI's decision to revoke its REIT status is crucial. REITs benefit from not being subject to corporate income tax on the income distributed to shareholders, which can result in significant tax savings. As a C-Corporation, HASI will be subject to federal income tax, which could impact its net income and cash flows. The mention of utilizing existing net operating losses suggests that HASI has a strategy to offset taxable income and manage its tax liabilities effectively in the near term.

For stakeholders, the long-term tax efficiency of the company must be monitored, as the benefits of the NOLs will eventually be fully utilized. This change may also alter the company's investment appeal, as it moves away from the typical REIT model that provides regular income through dividends.

The strategic pivot of HASI away from a REIT structure towards a C-Corporation could reflect broader trends in the sustainable infrastructure investment space. As a C-Corporation, HASI may have greater flexibility to pursue investments that do not align with REIT requirements, potentially allowing for a more diversified and aggressive growth strategy. This could be particularly relevant in the rapidly evolving clean energy sector, where investment opportunities may not always fit the traditional real estate mold.

Investors should be aware of the potential for an expanded investment mandate and the associated risks and rewards. A more aggressive growth strategy could lead to higher returns but also comes with increased risk. Additionally, the change in corporate structure could make HASI a more agile competitor in the clean energy investment landscape.

ANNAPOLIS, Md.--(BUSINESS WIRE)-- Hannon Armstrong Sustainable Infrastructure Capital, Inc. ("HASI," "We," "Our" or the "Company") (NYSE: HASI), a leading investor in climate solutions, today announced that its Board of Directors (the "Board") has unanimously approved a plan to revoke its Real Estate Investment Trust (REIT) election and become a taxable C-Corporation, effective January 1, 2024.

The Board’s decision was made after careful consideration of all relevant implications and is not expected to have any material impact on the Company’s business or operations. The Company expects its existing net operating losses ("NOLs") and other tax attributes will enable HASI to continue to operate in a tax efficient manner.

"We've concluded that our optimal tax structure moving forward is to cease electing REIT status in 2024," said Jeffrey A. Lipson, President and CEO of HASI. "This change leaves our investment strategy intact and provides greater flexibility to capitalize on the tremendous growth opportunities associated with the clean energy transition."

For further information, please visit investors.hasi.com/resources/faq.

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.

Investors:

Neha Gaddam

investors@hasi.com

410-571-6189

Media:

Gil Jenkins

media@hasi.com

443-321-5753

Source: Hannon Armstrong Sustainable Infrastructure Capital, Inc.

FAQ

What is Hannon Armstrong Sustainable Infrastructure Capital, Inc.'s plan regarding its REIT election?

The company announced its plan to revoke its Real Estate Investment Trust (REIT) election and become a taxable C-Corporation, effective January 1, 2024.

What is the expected impact of the decision on the company's business and operations?

The decision is not expected to have any material impact on the company's business or operations.

How does Hannon Armstrong Sustainable Infrastructure Capital, Inc. expect to continue operating in a tax-efficient manner?

The company expects its existing net operating losses (NOLs) and other tax attributes to enable it to continue operating in a tax-efficient manner.

Who stated that the change will leave the investment strategy intact and provide greater flexibility?

President and CEO Jeffrey A. Lipson stated that the change will leave the investment strategy intact and provide greater flexibility to capitalize on the growth opportunities associated with the clean energy transition.

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL INC

NYSE:HASI

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About HASI

hannon armstrong provides debt and equity financing to the energy efficiency and renewable energy markets. we focus on providing preferred or senior level capital to established sponsors and high credit quality obligors, such as u.s. federal, state and local governments, global 1000 corporations and private developers, for assets that generate long-term, recurring and predictable cash flows. our management team has extensive industry knowledge and experience, having completed its first renewable energy financing more than 25 years ago and its first energy efficiency financing over 15 years ago. the company is based in annapolis, maryland and elected and qualified to be taxed as a real estate investment trust (reit) for federal income-tax purposes, beginning with its taxable year ended december 31, 2013. nyse: hasi securities are offered by hannon armstrong securities, llc, a registered broker dealer, member of finra and sipc and subsidiary of hannon armstrong sustainable infrastr