SecProbe.io

December 6, 2012

Via E -mail
Steven Chuslo, Esq.
Senior Vice President and General Counsel
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
1906 Towne Centre Blvd.
Annapolis, MD 21401

Re: Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Confidential Draft Registration Statement on Form S -11
Submitted November 9, 2012
  CIK No. 0001561894

Dear Mr. Chuslo :

We have reviewed your confidential draft registration statement  and have the following
comments.  In some of our comments, we may ask  you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or  publicly  filing your regist ration statement
on EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended confidential draft registration statement or filed registration statement,  we may have
additional comments.

General
1. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.
2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the comm unications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act  by any broker or dealer that is
participating or will participate in your offering.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
December 6, 2012
Page 2

 3. Please provide us with support for all quantitative and qualitative business and industry
data used in the registration statement.   For example, we note your disclosure f ound in
your Summary and Business sections.  Clearly mark the specific language in the
supporting materials that supports each statement.   The requested information should be
filed as EDGAR correspondence or, alternatively, should be sent in paper form
accompanied by a cover letter indicating that the material is being provided pursuant to
Securities Act Rule 418 and that such material should be returned to the registrant upon
completion of the staff review process.
4. We note that you intend to operate your  business in a manner that will permit you to
maintain an exemption from registration under the 1940 Act.  Please provide us with a
detailed analysis of the exemption that you and your subsidiaries intend to rely on and
how your investment strategy will su pport that exemption.  Please note that we will refer
your response to the Division of Investment Management for further review .
5. Please provide us with a detailed analysis regarding why the concurrent private
placement contemplated in your formation transa ction disclosure should not be integrated
into your current public offering.  Please see Securities Act Release No. 33 -8828 (Aug.
10, 2007).
6. The prospectus contains jargon and technical terms that make it difficult for investors
who are not familiar with  your business to understand the products and services that you
offer.  For example only, we note the following
 HVAC retrofits;
 Waste -to-energy; and
 3 MW distribution solar capacity.
Please revise your document and replace technical jargon with plain Engli sh descriptions
so that an ordinary, reasonable investor can better understand your disclosure.  Instead of
using industry jargon, explain these concepts in concrete, everyday language.  If you
must use industry terms, please explain the meaning of the ter ms the first time they are
used.
Prospectus Summary, page 1
7. We note your summary contains a lengthy description of your market opportunities,
competitive strengths and investment/financing strategies.  Further, we note that identical
or very similar disclosure appears later in your prospectus.  The summary should not
include a lengthy description of the company’s business and business strategy.  This
detailed information is better suited for the body of the prospectus.  Please revise to
substantially reduce the amount of  repetitive  disclosure in the  summary.
Overview, page 1
8. We note the italicized introductory paragraph to the summary section and the first
paragraph of the overview, which briefly outline your background.  As currently drafted,
it is unclear to readers that you were recently formed and the history that you discuss is

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
December 6, 2012
Page 3

 actually that of Hannon Armstrong.  Please include a brief description of your corporate
history prior to discussing the past operations of Hannon Armstrong.
Our Assets, p age 7
9. Please refer to the last paragraph on page 7 regarding your pipeline.  Please remove this
discussion of potential acquisitions from your summary.
10. Please disclose the investment grade obligor that is also the primary credit obligor you
refer to on pag e 7.
Our Financing Strategy, page 10
11. To the extent that any relevant terms of  warehouse, other bank credit facilities, or other
material borrowings entered into or modified prior to effectiveness, are known although
not finalized, please provide such mat erial terms including amounts available, related
interest rates, maturity dates, c ollateral requirements (if any)  and any other material
terms.
Risk Factors, page 22
12. You should present as risk factors only those factors that represent a material risk to
investors in this offering.  Do not include risk factors that could apply to any issuer or to
any other offering.  Some of your risk factors seem to fit into this category and you
should revise to cite a particular risk.  For example only, we note the follow ing risk
factors:
 “We may be exposed to natural disasters, weather events, uninsurable losses and
force majeure events,” page 33; and
 “We may be unable to manage our growth effectively,” page 34.
Use of Proceeds, page 57
13. We note that you amended your credit facility in 2011 by borrowing an additional
$4.0 million.  Please expand your disclosure to provide the disclosure required by
Instruction 4 to Item 504 of Regulation S -K, including the use of the proceeds of such
indeb tedness, or tell us why you believe no disclosure is required.
Dilution, page 60
14. Please revise your dilution table to start with historical net tangible book value per share
and show the increase to net tangible book value that resulted from the formatio n
transaction separately from the increase attributable to the offering.
15. Please include a comparison of the public contribution under the proposed public offering
and the eff ective cash contribution.  Refer to Item 506 of Regulation S -K for guidance.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
December 6, 2012
Page 4

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
63
16. Please expand your managed assets composition disclosure to also include asset type
(i.e., equity or debt), debt type (i.e., energy savings performance contract, se cured energy
efficiency loan, secured project loan , etc.), collateral type, interest  rate type, loan size and
asset duration.
Credit Risks, page 65
17. Please revise to discuss  how management tracks changes in the c redit quality of the
portfolio, including whether management uses any specific met rics, such as watch lists,
credit ratings or LTV.  We may have further comment.
Results of Operations, page 72
18. Please expand your period to period comparisons to discuss the spread between your
asset yields and your average cost of funds including the impact of  swaps.
Comparison of the Nine Months Ended June 30, 2012 to the Nine Months Ended June 30, 2011,
page 73
19. We note your disclosure that net investment income decreased in this period.  We further
note that you in dicate that “[t]his increase” was a result of certain events, which appears
inconsistent.  Please revise accordingly.
Liquidity and Capital Resources, page 77
20. Please discuss why management believes that your target leverage ratios are “prudent.”
Existing C redit Facility, page 80
21. Please expand your description of your current credit facility to describe all material
terms, including key financial covenants, or advise.
Contractual Obligations and Commitments, page 80
22. Please tell us how you have complied with Item 303 of Regulation S -K, or tell us how
you determined it was not necessary to provide a tabular disclosure of your contractual
obligations for operating leases, debt, related interest amounts and any other cont ractual
obligations.
23. Within the financial statements of EnergySource LLC and Hudson Ranch I Holdings,
LLC, there is disclosure regarding various obligations for members to provide additional
cash.  Please tell us how much, if any, you are obligated to fu nd.  Please revise your filing
to include these commitments on your contractual obligations table and provide a
discussion of these commitments in your Liquidity and Capital Resources section.
Our Pipeline, page 97
24. We note that you are in the process of ev aluating acquisition opportunities.  Please more
fully describe these potential acquisitions, the status of any negotiations and include
appropriate risk factor disclosure, as applicable.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
December 6, 2012
Page 5

 Our Financing Strategy, page 104
25. Please expand your discussion of th e types of financings that you may pursue to include a
discussion of whether you intend to target financing with fixed or floating rates and
whether you intend to employ a match funding strategy.
26. We note your risk factor disclosure on page 38 that your boa rd of directors may change
your leverage policy without shareholder approval.  Please disclose whether shareholders
will be notified of such changes and, if so, how.
Executive Compensation, page 119
27. Please include a discussion as to how your proposed com pensation policies may
incentivize risk or advise.
Principal Stockholders, page 126
28. Please identify the natural person(s) with voting or dispositive power over MissonPoint
HA Parallel Fund’s shares.
29. For each beneficial owner, please disclose the number of shares of common stock and OP
units in footnote disclosure to the table.
Underwriting, page 178
30. We note your disclosure that some of the underwriters and their affiliates have engaged in
investment banking and other commercial dealings with you or your a ffiliates in the past.
Please expand your disclosure to describe the nature of these dealings.  See Item 508(a)
of Regulation S -K.
Financial Statements
31. Please update the financial statements and other financial information within your
prospectus pursuan t to Rule 3 -12 of Regulation S -X.
32. Please tell us how you determined it was not necessary to provide Rule 3 -09 financial
statements for HA EnergySource Holdings LLC.
Unaudited Pro Forma Condensed Consolidated Financial Statements  of Hannon Armstrong
Capital , LLC, page F -3

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, page F -7

33. We note your adjustment 4.  Please enhance your disclosure to clarify why you have
recorded a pro forma adjustment for ‘other interest expense, net of other income.’
34. We note your adjustment 4.  You disclose that you are going to use a portion of the net
proceeds of this offering to retire certain notes.  Please tell us why you do not have an
adjustment to ‘cash and cash equivalents’ for this item.
35. We n ote your adjustment 5.  Please tell us why you have recorded a portion of this
adjustment to ‘accounts payable and accrued expenses.’

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
December 6, 2012
Page 6

 36. Please revise your filing to include an adjustment for the exchange of equity interests into
OP Units and shares of your c ommon stock.
Financial Statements of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Notes to Balance Sheet

4. Organizational and Offering Costs, page F -10
37. Please disclose the amount of organization and offering costs the registrant will have  to
reimburse Hannon Armstrong Capital, LLC upon commencement of this offering.
Financial Statements of Hannon Armstrong Capital, LLC for the year ended September 30, 2011
38. Please revise your filing to provide the applicable disclosure requirements in Guide 3, or
tell us how you determined these disclosures are not necessary.  Refer to SAB Topic 11k.
Consolidated St atements of Operations, page F -32
39. Please tell us how you de termined it was appropriate to include the caption ‘net
investment income.’
40. Please tell us how you determined it was appropriate to net other income with other
interest expense.
Notes to Consolidated Financial Statements, page F -36

2. Summary of Signifi cant Accounting Policies, page F -36

Securitization of Receivables, page F -37
41. As it appears that the retained interest in securitized assets are debt securities, please
expand your policy note to address how you will account for OTTI when you intend to
sell the security and when you do not intend to sell the security.  This comment also
applies to your disclosure of OTTI under ‘Securitization Assets’ on page F -38.
Intangible Assets and Goodwill, page F -39
42. You disclose that ”[t]he Company records an impairme nt loss for goodwill when the
carrying value of the goodwill is less than the estimated fair value.” Please tell us how
this policy complies with U.S. GAAP.
9. Intangible Assets and Goodwill, page F -48
43. Please tell us how you determined it was appropriate  to record a recovery of your non -
amortizable intangible assets.  Your response should provide more information regarding
the nature of the recovery and the fees received.  Additionally, please tell us how you
determined that you had a recovery of your non -amortizable intangible assets during
2010, yet you do not have an amount recorded for non -amortizable intangible assets in
your table on page F -48.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
December 6, 2012
Page 7

 Exhibit Index
44. Please tell us why you are filing the “Form of” various agreements.  Explain why you are
not able to file final, executed agreements prior to effectiveness of the registration
statement.
45. Please file all required exhibits as promptly as possible.   If you are not in a position to file
your legal or tax opinions with the next amendment, please prov ide draft copies for us to
review.   The drafts should be submitted as DRS correspondence.
General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11 , 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Please keep in mind that we may publicly post filing revie w correspondence in
accordance with our December 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treat