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 |