0001193125-13-154972.txt : 20130610 0001193125-13-154972.hdr.sgml : 20130610 20130415160739 ACCESSION NUMBER: 0001193125-13-154972 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hannon Armstrong Sustainable Infrastructure Capital, Inc. CENTRAL INDEX KEY: 0001561894 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 461347456 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1906 TOWNE CENTRE BLVD, SUITE 370 CITY: ANNAPOLIS STATE: MD ZIP: 21401 BUSINESS PHONE: (410) 571-9860 MAIL ADDRESS: STREET 1: 1906 TOWNE CENTRE BLVD, SUITE 370 CITY: ANNAPOLIS STATE: MD ZIP: 21401 CORRESP 1 filename1.htm Corresp

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

1906 Towne Centre Blvd, Suite 370

Annapolis, Maryland 21401

April 15, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attention:    Sonia Gupta Barros, Esq.

Angela McHale, Esq.

 

 

Re:

  

Request for Acceleration of Effectiveness

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Registration Statement on Form S-11

(File No. 333- 186711)

Dear Ms. Gupta Barros and Ms. McHale:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the “Company”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-11 (as amended through the date hereof) filed under the Securities Act be accelerated to 4:00 p.m., New York City time, on April 17, 2013, or as soon thereafter as practicable. The Company hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended.

The disclosure in the filing is the responsibility of the Company. The Company represents to the Securities and Exchange Commission (the “SEC”) that should the SEC or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing and the Company represents that it will not assert this action as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. The Company further acknowledges, that the action of the SEC or the staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

[Signature Page Follows]


 

Very truly yours,
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
By:  

  /s/ Jeffrey W. Eckel

  Name:      Jeffrey W. Eckel
  Title:  

  Chairman of the Board, President and

  Chief Executive Officer

[Request for Acceleration]

CORRESP 2 filename2.htm Corresp

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