April 15, 2013
VIA EDGAR AND BY FEDERAL EXPRESS
Jennifer Monick
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0404
Re: | Hannon Armstrong Sustainable Infrastructure Capital, Inc. |
Registration Statement on Form S-11 |
Filed on April 15, 2013 |
File No. 333-186711 |
Dear Ms. Monick:
On behalf of our client, Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation (the Company), set forth below are the responses of the Company to our conversation on April 12, 2013 relating to the Companys letter, which it submitted to the Staff of the Division of Corporation Finance of the Securities and Exchange Commission on April 12, 2013 (the April 12 Letter).
With regard to comment #2 in the April 12 Letter, the Company hereby confirms that the Companys retained interest in the asset to be securitized in the possible $7 million securitization will be nominal.
Additionally, the Company attaches hereto the requested back up schedule to support the assertion in comment #7 of the April 12 Letter that Hannon Armstrong Capital, LLCs retained interest in Hudson Ranch TE Holdings LLC was reduced to less than 3%.
If you have any questions or comments regarding the foregoing, please contact the undersigned at 212-878-8527 or Andrew S. Epstein at 212-878-8332.
Very truly yours,
/s/ Jay L. Bernstein
Jay L. Bernstein
Enclosures
cc: | Securities and Exchange Commission |
Sonia Gupta Barros
Angela McHale
Kevin Woody
Rochelle Plesset
Hannon Armstrong Sustainable Infrastructure Capital, Inc. |
Jeffrey W. Eckel
Steven L. Chuslo
J. Brendan Herron
Fried, Frank, Harris, Shriver & Jacobson LLP |
Paul D. Tropp
Clifford Chance US LLP |
Andrew S. Epstein