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]
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 |