SEC Comment Letter for HA Sustainable Infrastructure Capital, Inc. (HASI) (CIK 0001561894) (HASI) — Jan 6, 2016
HA Sustainable Infrastructure Capital, Inc. (HASI) (CIK 0001561894)
Date: Jan. 6, 2016 · CIK: 0001561894 · Accession: 0000000000-16-060383
AI Filing Summary & Sentiment
Reasoning
Referenced dates: November 6, 2015
Letter
Mail Stop 3010 January 6, 2016 Via E -mail J. Brendan Herron Chief Financial Officer Hannon Armstrong Sustainable Infrastructure Capital, Inc. 1906 Towne Centre Blvd. Suite 370 Annapolis, MD 21401
Re: Hannon Armstrong Sustainable Infrastructure Capital, Inc. Form 10-K Filed March 9, 2015 Response dated November 18, 2015 File No. 000 -35877
Dear Mr. Herron :
We have reviewed your response to our comment letter dated November 6, 2015 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 these comme nts within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for Fiscal Year Ended December 31, 2014
Financial Statements and Supplementary Data, page 91
Summary of Significant Accounting Policies, page 100
Securitizations of Receivables, page 103
1. Please refer to your response to comment 1 and address the following:
Please provide us with an expanded description of the certain financing receivables and other debt investments that are included in the securitization trusts inc luding the
J. Brendan Herron Armstrong Hannon Sustainable Infrastructure Capital, Inc. January 1, 2016 Page 2
characteristics that make them primarily due from the federal government, as referenced in your response, and clarify your disclosure in future filings.
We note from your response that you have legal opinions in support of your use of sale accounting and that they include true -sale-at-law opinions and/or non -consolidation opinions. Please tell us and revise future filings to disclose, if true, that you ha ve both a true-sale-at-law legal opinion and a non -consolidation legal opinion for each trust. Otherwise, provide a more detailed discussion of how you met the requirements of sale accounting.
2. Please tell us if and under what circumstances the company is obligated to repurchase financing receivables and other debt instruments from the securitization trusts.
General
3. Please file the information referenced in Exhibit A on EDGAR. If you wish, you may file a request for confidential treatment, subject t o the applicable rules.
You may contact Paul Cline at (202)551 -3851 o r me at (202)551 -3693 with any questions.
Sincerely,
/s/ Eric McPhee
Show Raw Text
Mail Stop 3010
January 6, 2016
Via E -mail
J. Brendan Herron
Chief Financial Officer
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
1906 Towne Centre Blvd.
Suite 370
Annapolis, MD 21401
Re: Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Form 10-K
Filed March 9, 2015
Response dated November 18, 2015
File No. 000 -35877
Dear Mr. Herron :
We have reviewed your response to our comment letter dated November 6, 2015 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 these comme nts within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for Fiscal Year Ended December 31, 2014
Financial Statements and Supplementary Data, page 91
Summary of Significant Accounting Policies, page 100
Securitizations of Receivables, page 103
1. Please refer to your response to comment 1 and address the following:
Please provide us with an expanded description of the certain financing receivables and
other debt investments that are included in the securitization trusts inc luding the
J. Brendan Herron
Armstrong Hannon Sustainable Infrastructure Capital, Inc.
January 1, 2016
Page 2
characteristics that make them primarily due from the federal government, as referenced
in your response, and clarify your disclosure in future filings.
We note from your response that you have legal opinions in support of your use of sale
accounting and that they include true -sale-at-law opinions and/or non -consolidation
opinions. Please tell us and revise future filings to disclose, if true, that you ha ve both a
true-sale-at-law legal opinion and a non -consolidation legal opinion for each trust.
Otherwise, provide a more detailed discussion of how you met the requirements of sale
accounting.
2. Please tell us if and under what circumstances the company is obligated to repurchase
financing receivables and other debt instruments from the securitization trusts.
General
3. Please file the information referenced in Exhibit A on EDGAR. If you wish, you may
file a request for confidential treatment, subject t o the applicable rules.
You may contact Paul Cline at (202)551 -3851 o r me at (202)551 -3693 with any
questions.
Sincerely,
/s/ Eric McPhee
Eric McPhee
Staff Accountant
Off ice of Real Estate and
Commodities