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SEC Comment Letter for HA Sustainable Infrastructure Capital, Inc. (HASI) (CIK 0001561894) (HASI) — Mar 22, 2013

HA Sustainable Infrastructure Capital, Inc. (HASI) (CIK 0001561894)
Date: March 22, 2013 · CIK: 0001561894 · Accession: 0000000000-13-015336

AI Filing Summary & Sentiment

Date
March 22, 2013
Author
/s/ Sonia Barros
Form
UPLOAD
Company
HA Sustainable Infrastructure Capital, Inc. (HASI) (CIK 0001561894)

Letter

March 22 , 2013 Via Email 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 . Amendment No. 1 to Registration Statement on Form S -11 Filed March 14 , 2013 File No. 333 -186711

Dear Mr. Chuslo :

We have reviewed your 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 amending your registration statement and providing the requested information . 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.

Initial Investments, page 102

1. We note your added disclosure here and elsewhere in the document about your plan to deploy net proceeds from this offering to invest in “certain identified financing transactions that are expected to close within 45 days of t his offering.” Please expand your disclosure to describe these transactions in greater detail.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securiti es Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Steven Chuslo, Esq. Hannon Armstrong Sustainable Infrastructure Capital, Inc. March 22 , 2013 Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant t o delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effect ive, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by t he Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities sp ecified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

You may contact Jennifer Monick, Staff Accountant, at (202) 551 -3295 or Kevin Woody, Accounting Branch Chief, at (202) 551 -3629 if you have questions regarding comments on the financial statements and related matters. With respect to questions relating to our comment regarding the Investment Company Act, please contact Steve Packs in the Division of Investment Management at (202) 551 -6853 . Please contact Angela McHale , at (202) 551 -3402 or me at (202) 551 -3655 with any other questions .

Sincerely,
/s/ Sonia Barros

Show Raw Text
March 22 , 2013

Via Email
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 .
Amendment No. 1 to Registration Statement on Form S -11
Filed March 14 , 2013
File No. 333 -186711

Dear Mr. Chuslo :

We have reviewed your 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 amending your registration statement and
providing the requested information .  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 any amendment to your registration statement and the
information you provide in response to these  comments, we may have  additional
comments.

Initial Investments, page 102

1. We note your added disclosure here and elsewhere in the document about your
plan to deploy net proceeds from this offering to invest in “certain identified
financing transactions that are expected to close within 45 days of t his offering.”
Please expand your disclosure to describe these transactions in greater detail.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securiti es
Act of 193 3 and all applicable Securities  Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
March 22 , 2013
Page 2

 Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending regist ration statement please provide  a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant t o delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effect ive, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by t he Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities sp ecified in the
above registration statement.  Please allow adequate time  for us to review any
amendment prior to the requested effective date of the registration statement.

You may contact Jennifer Monick, Staff Accountant, at (202) 551 -3295 or Kevin
Woody, Accounting Branch Chief, at (202) 551 -3629 if you have questions regarding
comments on the financial statements and related matters. With respect to questions
relating to our comment regarding the Investment Company Act, please contact Steve
Packs  in the Division of Investment Management at (202) 551 -6853 . Please contact
Angela McHale , at (202) 551 -3402  or me at (202) 551 -3655 with any other questions .

     Sincerely,

     /s/ Sonia Barros

     Sonia Barros
     Special Counsel