April 15, 2013

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Registration Statement on Form S-11 (SEC File No. 333-186711)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Hannon Armstrong Sustainable Infrastructure Capital, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on April 17, 2013 or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 5,000 copies of the Preliminary Prospectus dated April 4, 2013 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.

In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]


Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
UBS SECURITIES LLC
WELLS FARGO SECURITIES, LLC

As Representatives

By:   MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:   /s/ Richard A. Diaz  
  Name:    Richard A. Diaz  
 

Title:

  Authorized Signatory  
By:   UBS SECURITIES LLC  
By:   /s/ Justin Nance  
  Name:   Justin Nance  
 

Title:

  Director  
By:   /s/ Daniel Zweben  
  Name:   Daniel Zweben  
  Title:   Associate Director  
By:   WELLS FARGO SECURITIES, LLC  
By:   /s/ Lear Beyer  
  Name:   Lear Beyer  
  Title:   Managing Director