SecProbe.io

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 HA Sustainable Infrastructure Capital, Inc.
 One Park Place, Suite 200
 Annapolis, Maryland 21401
 April 18, 2025 VIA
EDGAR Division of Corporation Finance Office of
Finance U.S. Securities and Exchange Commission 100 F
Street, NE Washington, D.C. 20549 Attn: Stacie Gorman

 Re:
 HA Sustainable Infrastructure Capital, Inc.
 Registration Statement on Form S-4
 File No. 333-286234
 Filed March 28, 2025
 Acceleration Request
 Requested Date: April 23, 2025
 Requested Time: 4:00 P.M., Eastern Time
 Ladies and Gentlemen: Pursuant to Rule
461 of the Securities Act of 1933, as amended (the “ Securities Act ”), HA Sustainable Infrastructure Capital, Inc. (the “ Company ”) hereby requests on behalf of itself and the subsidiary
guarantors named as co-registrants therein that the effective date of the Registration Statement on Form S-4 (File No. 333-286234), filed with the Securities and Exchange Commission (the “ SEC ”) on March 28, 2025 (the “ Registration Statement ”), be accelerated so that the
Registration Statement will become effective at 4:00 p.m., Eastern Time, on April 23, 2025, or as soon as practicable thereafter. We
would appreciate it if, as soon as the Registration Statement is declared effective, you would so inform Robert M. Worden, Esq. of Clifford Chance US LLP at (212) 878-4970 or matt.worden@cliffordchance.com.
Thank you for your assistance with this filing. Very truly yours,
 HA Sustainable Infrastructure Capital, Inc.

 By:

 /s/ Charles W. Melko

 Name: Charles W. Melko

 Title: Chief Financial Officer, Treasurer and Executive Vice President
 cc: Andrew S. Epstein, Esq.
 Robert M. Worden, Esq. Clifford Chance US LLP

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 HA Sustainable Infrastructure Capital, Inc. One
Park Place, Suite 200 Annapolis, Maryland 21401
 April 18, 2025 VIA
EDGAR Division of Corporation Finance Office of
Finance U.S. Securities and Exchange Commission 100 F
Street, NE Washington, D.C. 20549 Attn: Stacie Gorman

 Re:
 HA Sustainable Infrastructure Capital, Inc.
 Registration Statement on Form S-4
 File No. 333-286234
 Filed March 28, 2025 Ladies and Gentlemen:
 This letter is being sent to you in connection with the above referenced Registration Statement filed by HA Sustainable Infrastructure
Capital, Inc. (the “ Company ”) and the subsidiary guarantors that are co-registrants named therein with the Securities and Exchange Commission (the “ SEC ”) under
the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the offers to exchange $1,000,000,000 aggregate principal amount of the Company’s 6.375% Green Senior Unsecured Notes due 2034 (together with the
related guarantees, the “ Exchange Notes ”) that will be registered under the Securities Act pursuant to the Registration Statement for any and all of the Company’s 6.375% Green Senior Unsecured Notes due 2034 issued in
transactions exempt from registration under the Securities Act on July 1, 2024 and December 12, 2024 (together with the related guarantees, the “ Original Notes ”). The offers to exchange are referred to as the
“ exchange offer .” The Company is registering the exchange offer in reliance on the position of the staff (the
“ Staff ”) of the SEC enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1988) (the “ Exxon Capital Letter ”), Morgan Stanley & Co.
Incorporated, SEC No-Action Letter (June 5, 1991) (the “ Morgan Stanley Letter ”), Shearman & Sterling, SEC No-Action Letter (July 2,
1993) (the “ Shearman & Sterling Letter ”) and similar letters. The Company
further represents that it has not entered into any arrangement or understanding with any person (including any broker-dealer) to distribute the Exchange Notes to be received in the exchange offer and, to the best of the Company’s information
and belief, each person (including any broker-dealer) participating in the exchange offer will acquire the Exchange Notes in their ordinary course of business and will have no arrangement or understanding with any person to participate in the
distribution of the Exchange Notes to be received in the exchange offer. In this regard, the Company is making each person (including any broker-dealer) participating in the exchange offer aware, through the prospectus for the exchange offer or
otherwise, that any securityholder using the exchange offer to participate in a distribution of the Exchange Notes to be acquired in the registered exchange offer (a) cannot rely on the position of the Staff of the SEC enunciated in the Exxon
Capital Letter, Morgan Stanley Letter, Shearman & Sterling Letter or similar letters and (b) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale
transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

 In addition, the Company will include in the transmittal letter or similar documentation a
statement to the effect that, by accepting the exchange offer (a) an exchange offeree that is not a broker-dealer represents to the Company that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, and
(b) an exchange offeree that is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, acknowledges that it will deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the exchange offer. The transmittal letter or similar documentation will also include a statement to the effect that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 The Company will commence the exchange offer for the Original Notes after the Registration Statement is declared effective by the Staff of the
SEC. The exchange offer will remain in effect for a limited time and will be conducted by the Company in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC
thereunder. Please do not hesitate to call Robert M. Worden, Esq., of Clifford Chance US LLP at (212)
 878-4970 if you have any questions regarding this letter. Very truly yours,
 HA Sustainable Infrastructure Capital, Inc.

 By:

 /s/ Charles W. Melko

 Name:  Charles W. Melko

 Title:  Chief Financial Officer, Treasurer and Executive Vice President
 cc: Andrew S. Epstein, Esq.
 Robert M. Worden, Esq. Clifford Chance US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

Jeffrey Lipson
Chief Executive Officer
HA Sustainable Infrastructure Capital, Inc.
One Park Place
Suite 200
Annapolis, MD 21401

 Re: HA Sustainable Infrastructure Capital, Inc.
 Registration Statement on Form S-4
 Filed March 28, 2025
 File No. 333-286234
Dear Jeffrey Lipson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Stacie Gorman at 202-551-3585 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Robert M. Worden, Esq.
</TEXT>
</DOCUMENT>

July 17, 2024
Marc T. Pangburn
Chief Financial Officer and Executive Vice President
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
One Park Place
Suite 200
Annapolis, Maryland 21401
Re:Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Form 10-K for the fiscal year ended December 31, 2023
Filed February 16, 2024
File No. 001-35877
Dear Marc T. Pangburn:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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Document

VIA EDGAR

July 3, 2024

Peter McPhun

Wilson Lee

United States Securities and Exchange Commission

Division of Corporation Finance

Attn: Peter McPhun and Wilson Lee

100 F Street, N.E.

Washington, D.C. 20549-0306

On behalf of HA Sustainable Infrastructure Inc., formerly known as Hannon Armstrong Sustainable Infrastructure Capital, Inc. prior to July 2, 2024, (the “Company”, “we” or “our”), set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), received by letter dated June 26, 2024 (the “June 26 Letter”), with respect to the Company’s Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). The responses to the Staff’s comments are set out in the order in which the comments were outlined in the June 26 Letter and are numbered accordingly.

Non-GAAP financial measures

Adjusted cash from operations plus other portfolio collections, page 62

1.We note your reconciliation of net cash provided by operation activities to adjusted cash flow from operations and other portfolio collection includes a measure titled cash available for reinvestment. Please revise future filings to identify such measure as a non-GAAP financial measure and disclose information as to its usefulness and how management utilizes such measure. Reference is made to paragraph (e)(i)(C) and (D) of Item 10 of Regulation S-K.

The Company acknowledges the Staff’s comment and will revise future filings to include the following language with regards to our disclosure of Cash available for reinvestment:

Cash available for reinvestment is a non-GAAP measure which is calculated as adjusted cash flow from operations and other portfolio collections less dividend and distribution payments made during the period. We believe Cash available for reinvestment is useful as a measure of our ability to make incremental investments from reinvested capital after factoring in all necessary cash outflows to operate the business. Management uses Cash available for reinvestment in this way, and we believe that our investors use it in a similar fashion.

One Park Place, Suite 200    Annapolis, MD 21401   +1 410 571–9860    hasi.com

Notes to consolidated financial statements

6. Our portfolio

Equity method investments, page 99

2.For each equity method investment, please tell us and disclose in future filings, the name of each investee and percentage of ownership. Reference is made to disclosure guidance in paragraph 323-10-50-3 of the Accounting Standards Codification.

We do not believe that the disclosure of the name of each investee accounted for under the equity method is useful to investors. Investees are typically single purpose private companies created to hold infrastructure assets. Investee names are selected arbitrarily and do not communicate useful information on the underlying assets. Also, we do not believe that the percentage of equity ownership in each investee is information that would be useful to investors as our ownership interests in these entities are not analogous to common stock, and they change over time due to the structured nature of the underlying project partnerships in which allocations of economics vary over time between the various partners, as further discussed below.

Our equity method investees are typically private project companies owning infrastructure assets that are not required to publicly disclose financial information and whose names would not provide any context to readers of the financial statements in relation to the business in which they engage. As it relates to the disclosure of our ownership percentage, each of our equity method investees operates under an agreement that reflects our customized arrangements with respect to governance, economic participation, and the other terms of our relationship. The majority of these equity method investees are limited liability companies taxed as partnerships with governing documents that define how the Company and other investors will participate in operating cash distributions and tax allocations. These allocations are the result of negotiated schedules which typically do not correspond with our ownership percentage and which may change over the life of the investment. While the agreements describe how proceeds are to be distributed upon wind-up or liquidation of the entity allowing us to determine our overall hypothetical claim on net assets as of the end of each accounting period, such amounts change over time as cash and tax allocations change, preferred investors receive their targeted return, and the projects achieve certain construction or operational milestones. Additionally, such percentage claim would typically not present an accurate representation of our ability to influence the significant activities of such investees, as the significant activities of each entity are typically governed by a board of directors or management committee of each entity pursuant to the limited liability company agreement which defines the governance rights of such entities and is not necessarily aligned with any deemed ownership percentage of the investee.

For these reasons, we do not believe that disclosure of an estimated percentage of our equity ownership in each of our equity method investees would be useful information for investors, and we believe that any calculated percentages of our hypothetical claim on net assets for our investees are unlikely to accurately reflect our economic interest or share of governance rights and could be confusing and, in some cases, misleading to investors. In lieu of the disclosure of the percentage of equity ownership, we believe our existing disclosure for material investees provides an investor with an understanding of the investment structure necessary to evaluate each material investment.

We currently disclose and will continue to disclose for material investees where our carrying value is greater than 5% of the portfolio, the name of the investee and the carrying value, as well as a narrative describing the investment, which discusses the nature of the underlying renewable energy

One Park Place, Suite 200    Annapolis, MD 21401   +1 410 571–9860    hasi.com

projects, the total amount of contributions we have made to the investee, the governance structure of the entity and how cash from project operations is distributed. We believe that such existing disclosure gives investors an important understanding of our material equity method investments.

In future filings, we will describe why ownership percentages are not disclosed. Below we have included proposed expanded disclosure utilizing the information as of December 31, 2023 to illustrate the additional discussion to be included, with the underlined text being our proposed addition.

Addition to Note 13. Equity Method Investments beginning on page 114

During the years ended December 31, 2023, 2022, and 2021 we recognized income of $141 million, $31 million, and $126 million respectively, from our equity method investments. We describe our accounting for the non-controlling equity investments in Note 2. As of December 31, 2023 and 2022, we had 46 and 34 investments, respectively, which we accounted for under the equity method. The majority of these investees are limited liability companies taxed as partnerships wherein we participate in cash distributions and tax attributes according to pre-negotiated profit-sharing arrangements. The limited liability company agreements do not define a fixed percentage of our ownership of these entities, and our claims on the net assets of each investment changes over time as preferred investors achieve their pre-negotiated preferred returns.

8. Long-term debt

Interest rate swaps, page 108

3.We note your interest rate swaps that are designated and qualify as cash flow hedges of interest rate risks associated with your floating-rate loans. Please tell us and/or revise future filings to ensure your disclosures comply with all requirements outlined within Section 815-30-50 of the Accounting Standards Codification. For example, we could not locate disclosures related to the estimated net amount of the existing gains or losses that is reported in accumulated other comprehensive income at the reporting date that is expected to be reclassified into earnings within the next 12 months.

In response to the Staff’s comment, we have included below the disclosure requirements under ASC 815-30-50 and either the location of the disclosure, or the rationale for the disclosure not being included in our 2023 Form 10-K.

Codification Reference Requirement Company Response

815-30-50-1 (a) Subparagraph not used Not applicable

One Park Place, Suite 200    Annapolis, MD 21401   +1 410 571–9860    hasi.com

815-30-50-1 (b) A description of the transactions or other events that will result in the reclassification into earnings of gains and losses that are reported in accumulated other comprehensive income We state the following in Note 2 to our consolidated financial statements under the subheading Derivative Financial Instruments:

If a derivative is designated as a cash flow hedge and meets the highly effective threshold, the change in the fair value of the derivative is recorded in AOCI, net of associated deferred income tax effects and is recognized in earnings at the same time as the hedged item.

In future periods, we will revise disclosure to clarify that for these derivatives, “at the same time as the hedged item” means that gains and losses are reclassified into earnings as interest expense when the hedged item is recognized in earnings.

815-30-50-1 (c) The estimated net amount of the existing gains or losses that are reported in accumulated other comprehensive income at the reporting date that is expected to be reclassified into earnings within the next 12 months Several of our interest rate swaps are forward starting and do not have any amounts reported in accumulated other comprehensive income as of December 31, 2023 that were expected to be reclassified into earnings within the next 12 months. The amount of gains and losses reported in accumulated other comprehensive income expected to be reclassified into earnings in the twelve months subsequent to December 31, 2023 was approximately $2 million, an amount which is immaterial to the consolidated financial statements and disclosures within our Form 10-K. However, we will disclose this amount in future periods regardless of materiality.

One Park Place, Suite 200    Annapolis, MD 21401   +1 410 571–9860    hasi.com

815-30-50-1 (d) The maximum length of time over which the entity is hedging its exposure to the variability in future cash flows for forecasted transactions excluding those forecasted transactions related to the payment of variable interest on existing financial instruments We disclose the term of each derivative which we have designated as a cash flow hedging instrument, which is also the period of the hedging designation. In future filings, we will clarify that these disclosed dates are also applicable to the forecasted transactions, which are the interest payments associated with our interest rate exposure.

815-30-50-2 As part of the disclosures of accumulated other comprehensive income, pursuant to paragraphs 220-10-45-14 through 45-14A, an entity shall separately disclose all of the following: See individual responses below.

815-30-50-2 (a) The beginning and ending accumulated derivative instrument gain or loss In Note 8, we state that we entered into all derivative instruments in 2023, which establishes that the beginning balance is zero. We disclose the ending fair value of each instrument and state that the net unrealized gains and losses are included in accumulated other comprehensive income (“AOCI”). In future periods where the beginning balance is not zero, we will present a rollforward of our AOCI balance related to these derivatives to meet this requirement.

815-30-50-2 (b) The related net change associated with current period hedging transactions We disclose the OCI associated with hedging transactions for the year ended December 31, 2023, in our statement of changes in stockholder equity. In future periods, we will include the OCI in the rollforward which we described in our response to 815-30-50-2 (a) above.

815-30-50-2 (c) The net amount of any reclassification into earnings In Note 8, we disclose the following with respect to the net amount of reclassification into earnings:

A benefit of $6 million was included in interest expense as a result of our hedging activities for the year ended December 31, 2023.

815-30-50-2 (d)  The difference between the change in fair value of an excluded component and the initial value of that excluded component recognized in earnings under a systematic and rational method in accordance with paragraph 815-20-25-83A. Not applicable, as we are not excluding any components of our derivatives from our hedge designations.

One Park Place, Suite 200    Annapolis, MD 21401   +1 410 571–9860    hasi.com

815-30-50-3 For guidance on qualitative disclosures, see paragraph 815-10-50-5 See discussion below.

815-10-50-5 Qualitative disclosures about an entity's objectives and strategies for using derivative instruments (and nonderivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 815-20-25-58 and 815-20-25-66) may be more meaningful if such objectives and strategies are described in the context of an entity's overall risk exposures relating to all of the following:

a.Interest rate risk

b.Foreign exchange risk

c.Commodity price risk

d.Credit risk

e.Equity price risk.

Those additional qualitative disclosures, if made, should include a discussion of those exposures even though the entity does not manage some of those exposures by using derivative instruments. An entity is encouraged, but not required, to provide such additional qualitative disclosures about those risks and how they are managed.

 In Note 2 under the subheading Derivative Financial Instruments, we disclose the following regarding our objectives and strategies for using derivative instruments.

We use derivative financial instruments, including interest rate swaps and collars, to manage, or hedge, our interest rate risk exposures associated with new debt issuances and anticipated refinancings of existing debt, to manage our exposure to fluctuations in interest rates on floating-rate debt, and to optimize the mix of our fixed and floating-rate debt. Our objective is to reduce the impact of changes in interest rates on our results of operations and cash flows.

One Park Place, Suite 200    Annapolis, MD 21401   +1 410 571–9860    hasi.com

In connection with responding to the Staff’s comments, we acknowledge the following:

•the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust we have been responsive to the Staff’s comments. Please contact Charles at 410-571-6171 or me at 410-571-6187 if you have questions regarding the matters in this letter.

Very truly yours,

/s/ Marc T. Pangburn

Marc T. Pangburn

Chief Financial Officer and Executive Vice President

mpangburn@hasi.com

/s/ Charles W. Melko

Charles W. Melko

Chief Accounting Officer, Treasurer, and Senior Vice President

CMelko@hasi.com

Enclosures

cc:     HA Sustainable Infrastructure Capital, Inc., f/k/a Hannon Armstrong Sustainable Infrastructure Capital, Inc.

        Steven L. Chuslo

    Clifford Chance US LLP

    An

United States securities and exchange commission logo
June 26, 2024
Marc T. Pangburn
Chief Financial Officer and Executive Vice President
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
One Park Place
Suite 200
Annapolis, Maryland 21401
Re:Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Form 10-K for the fiscal year ended December 31, 2023
Filed February 16, 2024
File No. 001-35877
Dear Marc T. Pangburn:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K filed February 16, 2024
Non-GAAP financial measures
Adjusted cash from operations plus other portfolio collections, page 62
1.We note your reconciliation of net cash provided by operation activities to adjusted cash
flow from operations and other portfolio collection includes a measure titled cash
available for reinvestment.   Please revise future filings to identify such measure as a non-
GAAP financial measure and disclose information as to its usefulness and how
management utilizes such measure.   Reference is made to paragraph (e)(i)(C) and (D) of
Item 10 of Regulation S-K.
Notes to consolidated financial statements
6. Our portfolio
Equity method investments, page 99

 FirstName LastNameMarc T.  Pangburn
 Comapany NameHannon Armstrong Sustainable Infrastructure Capital, Inc.
 June 26, 2024 Page 2
 FirstName LastName
Marc T.  Pangburn
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
June 26, 2024
Page 2
2.For each equity method investment, please tell us and disclose in future filings, the name
of each investee and percentage of ownership.   Reference is made to disclosure guidance
in paragraph 323-10-50-3 of the Accounting Standards Codification.
8. Long-term debt
Interest rate swaps, page 108
3.We note your interest rate swaps that are designated and qualify as cash flow hedges of
interest rate risks associated with your floating-rate loans.   Please tell us and/or revise
future filings to ensure your disclosures comply with all requirements outlined within
Section 815-30-50 of the Accounting Standards Codification.   For example, we could not
locate disclosures related to the estimated net amount of the existing gains or losses that
is reported in accumulated other comprehensive income at the reporting date that is
expected to be reclassified into earnings within the next 12 months.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Peter McPhun at 202-551-3581 or Wilson Lee at 202-551-3468 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -0306

       DIVISION OF
CORPORATION FINANCE

 Mailstop 3233  September 8 , 2017

Via E -mail
J. Brendan Herron
Chief Financial Officer and Executive Vice President
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 for Fiscal Year Ended
   December 31, 20 16
   Filed  February 24, 2017
   File No.  001-35877

Dear Mr. Herron :

We have completed our review of your filings.   We remind you that the company
and its management are responsible for the accuracy and adequacy of the ir disclosure s,
notwithstanding any review, comments, action or absence of action by the staff .

Sincerely,

/s/ Robert F. Telewicz, Jr.

Robert F. Telewicz, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

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Response Letter

 July 11, 2017

VIA EDGAR

 Ms. Babette Cooper

Mr. Robert Telewicz, Jr.

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Attn:
Robert Telewicz, Jr.

 100 F Street, N.E.

 Washington, D.C.
20549-0306

 Re: Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2016

Filed February 24, 2017

File No. 001-35877

 Dear
Ms. Cooper and Mr. Telewicz:

 On behalf of Hannon Armstrong Sustainable Infrastructure Capital, Inc., (the “Company”,
“we” or “our”), set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
received by letter dated June 26, 2017 (the “June 26 Letter”), with respect to the Company’s Form 10-K for the year ended December 31, 2016 (the “Form 10-K”). The responses to the Staff’s comments are set out
in the order in which the comments were set out in the June 26 Letter and are numbered accordingly.

 Form 10-K for the fiscal year ending
December 31, 2016

Item 7.
 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-GAAP Financial Measures

 Core Earnings,
page 72

1.
We note that your measure of core earnings generally recognizes income earned from equity method investments as your initial capital investment amortized over the life of the project using a constant yield. We
further note this methodology differs from the hypothetical liquidation at book value method used to calculate your share of earnings in your financial statements. Please tell us how you applied the guidance in question 100.04 in the C&DI
related to Non-GAAP Financial Measures in determining your adjustments were appropriate.

 We believe
that our core earnings measure for our equity method investments is a useful supplemental performance measure to our investors. We have historically utilized this measure in a consistent manner and reevaluated its calculation and use when the
updated C&DI regarding Non-GAAP measures, including question 100.04, was released by the SEC. Based on our reevaluation, we did not, and do not, believe we are substituting a tailored recognition and measurement method for US GAAP. Rather,
we are providing supplemental information to investors to assist in evaluating the return on, and the return of, the capital invested in our equity investment that is not located elsewhere in our filings. Without access to this information,
investors may have difficulty evaluating the economic performance of invested capital. We also do not believe it is a misleading adjustment under Rule 100(b) as based on discussions with numerous investors, they typically understand the concept and
the calculation, and utilize it in their investment analysis.

 1906 Towne Centre Blvd., Suite 370

Annapolis, MD 21401

 410 - 571 -
9860

 www.hannonarmstrong.com

 We focus on yield oriented investments with predictable cash flows and our two
largest areas of investment are financing receivables and equity method investments. In both cases, we purchase the investment based on the net present value of the expected cash flows and a discount rate, or the investment rate. Investors, in
part, evaluate us based upon our ability to achieve an appropriate risk adjusted investment rate for particular assets. In regards to financing receivables, the interest or investment income earned is located on the income statement, (the
return on the capital) and the amount of principal repayments in the cash flow statement, (the return of capital) and thus investors can evaluate the investment rate by comparing the investment income to the average balance of financing
receivables.

 However, in regards to our equity method investments, the cash distributions for our equity method
investments are segregated into a return on and return of capital on the cash flow statement. This allocation is determined, in part, on the cumulative income that has been allocated using the hypothetical liquidation at book value (HLBV) method.
However, as explained in more detail below, the HLBV income allocations alone may not convey the economic returns (i.e. return on capital) achieved from the investment and we believe our core earnings measure is an important supplement to the HLBV
income allocations determined under US GAAP for an investor to understand the economic performance of these investments. We provide a calculation of the return on capital as a supplemental performance measure based upon the investment rate on
the asset as adjusted for the actual performance of the project and the cash distributed. The adjustment to the initial investment rate results in the rate of return on capital being presented reflecting the performance of the project. This
supplemental calculation allows investors to evaluate the performance of our equity method investments in a manner consistent with our other investments. From our discussions with investors, they believe it is a useful measure of our performance as
it allows a comparative evaluation of economic performance across various asset classes.

 By way of background, we make
equity investments in renewable energy projects (the “projects”) where typically, the income and cash allocations to us change over time in what is commonly referred to as a partnership “flip structure” or a “tax equity flip
structure.” Institutional investors in these structures are seeking a return on capital from either cash or tax attributes (i.e. tax credits and tax depreciation) or a combination of both. The investors that invest solely for the tax attributes
are referred to as tax equity investors. In contrast, our business strategy is to invest in the contracted cash flows of these projects which is a function of our desire and requirement to pay cash dividends to our stockholders. The projects
typically have a high level of contracted revenue, predictable energy output and no debt which produces a predictable rate of return over the life of the investment. In many of these projects, the allocation of cash (which our investment is
based upon) is significantly different than the allocation of income (which is also how tax attributes are allocated and thus what the tax equity investor is interested in). For example, we may initially receive 90% of the cash but only a 5%
allocation of the income. Under the negotiated structure, these allocations will later change (i.e. flip) with most of the cash and the income being allocated to the sponsor.

Due to the variable nature of the allocations discussed above (i.e. existence of a substantive profit-sharing arrangement), it
is industry practice to calculate equity method income allocations for these types of investments utilizing the HLBV method. Under the HLBV method, our allocation of income is largely determined by two items.

 2

a.
First, the tax equity investor is allocated losses in proportion to the tax attributes received, while the other investors are allocated income for similar amounts due to the change in each investors’ claim on the
net assets of the business. This occurs because the return calculation for the liquidation waterfall used for HLBV includes the value of the tax attributes received by the tax equity investor but the value of the tax attributes is not reflected in
assets, income or equity of the project. Thus a lower share of net assets is allocated to the tax equity investor, resulting in a GAAP loss in proportion to the tax attributes received. These income allocations to the tax equity investor are usually
in excess of the actual GAAP pre-tax income of the underlying projects since the allocation is driven based on the amount of tax benefits the tax equity investor is receiving and not just the GAAP pre-tax income of the project. The effect of this
accounting is large gains/losses are recognized in the earlier periods of the project as the tax attributes are received (e.g. up to ten years in the case of wind projects as production tax credits and accelerated tax depreciation are realized).

b.
Secondly, the allocation of profit and loss may vary significantly under the flip structure and often the profit and loss does not have a relationship to the amount of cash that is allocated to a particular investor.

 In summary, although, the income allocations using the HLBV method depict the changes in claim on the net
assets of the business under US GAAP, we believe including a supplemental measure illustrating the economic performance of the investment using factors we evaluate as part of assessing our investment performance (i.e. the rate of return, and
timing of cash flows) is useful to an investor.

 Additionally, we use our calculation of core earnings to determine the
return on capital that we can distribute to our investors. Given the nature of our structure as a REIT and the nature of our renewable energy project investments, investors in our industry view yield based metrics as being a standard
supplemental metric and utilize this metric in comparing the performance of issuers in the industry. We, like many REITS, YieldCos and MLPs, pay out the majority of the cash received from projects, less capital necessary for reinvestment such as
capital expenditures, to investors in the form of quarterly dividends. Many of the participants in these sectors use FFO or Cash available for Distribution (“CAFD”) as a comparable measure.

As a portion of the cash received represents the return of rather than a return on the upfront capital, we believe it is
important to differentiate between the return on capital and the return of capital in order to not overstate the return on capital. This is also consistent with our initial investment thesis for these projects where we determine the purchase
price based on the net present value of the expected cashflows.

 Due to the nature of our organizational structure (i.e. a
REIT), we pay the majority of our core earnings as dividends to our stockholders. Refer below for our historical core earnings and dividends paid to stockholders.

 (in millions)

Dividends paid

Core Earnings

 2016

$
49

$
51

 2015

$
32

$
34

 2014

$
14

$
20

 In summary, we believe that our adjustments for our equity method investments is (a) not a
misleading adjustment and is an important supplemental measure (rather than a substitute tailored accounting principle) to US GAAP as it enables an investor to understand the portion of the return that is a return on capital, (b) it is
well understood by investors and important for them to understand the performance of our business, and (c) consistent with measures used by the companies to which we are often compared.

 3

 Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Financing Receivables, page 92

2. We note your disclosure that financing receivables consists of energy efficiency and renewable energy project loans, receivables and
direct financing leases. Please provide us with a disaggregated schedule of your financing receivables by asset class (loans, direct financing leases etc.). In addition, please tell us how you determined it would be appropriate to aggregate these
asset classes within your financial statements. We may have additional comments once we have reviewed your response.

 Our
loan/financing receivables consist of the following asset types:

12/31/16

 Loan receivables

$
1,013,900,782

 Direct financing leases

$
28,336,495

 Financing Receivables

$
1,042,237,277

 We evaluated Regulation S-X Rule 4-02, which states that “If the amount which would
otherwise be required to be shown with respect to any item is not material, it need not be separately set forth”. We did not believe the direct financing leases were material enough to separately present them from loan receivables as they were
only 2.7% of total financing receivables and 1.6% of reported total assets as of December 31, 2016. Additionally, we concluded that it was appropriate to aggregate the direct financing leases with the other loan receivables given that the
economic attributes of the instruments and their credit profile (government or government supported) were similar to our other financing receivables.

Note 6 – Our Portfolio, page 104

3. We note you have $22 million of financing receivables that are considered non-investment grade. Please tell us how you determined none of
these receivables were considered impaired or should be on nonaccrual status as of December 31, 2016. Please address the collateral on these receivables and if this factored into the lack of allowance for credit losses.

Our classification of the assets as non-investment grade reflects ratings either by an independent third party rating service
or our internal credit rating system regarding the credit quality of the investment and an investment could be considered non-investment grade for a number of factors. It is not a measure of impairment by itself.

We separately evaluate each of our financing receivables including those that are considered non-investment grade, for
impairment based on the guidance in ASC 310-10-35-16. Our policy for impairment and placing a financing receivable on non-accrual status is disclosed in Note 2 to the Consolidated Financial Statements included in our 2016 Form 10-K and a relevant
excerpt is below;

 4

 “We evaluate our financing receivables for potential delinquency or
impairment on at least a quarterly basis and more frequently when economic or other conditions warrant such an evaluation. When a financing receivable becomes 90 days or more past due, and if we otherwise do not expect the debtor to be able to
service all of its debt or other obligations, we will generally consider the financing receivable delinquent or impaired and place the financing receivable on non-accrual status and cease recognizing income from that financing receivable
until the borrower has demonstrated the ability and intent to pay contractual amounts due. If a financing receivable’s status significantly improves regarding the debtor’s ability to service the debt or other obligations, we will remove it
from non-accrual status.

 A financing receivable is also considered impaired as of the date when, based on
current information and events, it is determined that it is probable that we will be unable to collect all amounts due in accordance with the original contracted terms. Many of our financing receivables are secured by energy efficiency and renewable
energy infrastructure projects. Accordingly, we regularly evaluate the extent and impact of any credit deterioration associated with the performance and value of the underlying project, as well as the financial and operating capability of the
borrower, its sponsors or the obligor as well as any guarantors. We consider a number of qualitative and quantitative factors in our assessment, including, as appropriate, a project’s operating results, loan-to-value ratios and any
cash reserves, the ability of expected cash from operations to cover the cash flow requirements currently and into the future, key terms of the transaction, the ability of the borrower to refinance the transaction, other credit support from the
sponsor or guarantor and the project’s collateral value. In addition, we consider the overall economic environment, the sustainable infrastructure sector, the effect of local, industry, and broader economic factors, the impact of any variation
in weather and the historical and anticipated trends in interest rates, defaults and loss severities for similar transactions.”

As of December 31, 2016, no conditions existed that would indicate that it was probable that amounts due in the future
would not be collected in accordance with the contractual terms of the agreement, including with respect to our n

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -0306

       DIVISION OF
CORPORATION FINANCE

 Mailstop 3233  June 26, 2017

Via E -mail
J. Brendan Herron
Chief Financial Officer and Executive Vice President
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 for Fiscal Year Ended
   December 31, 20 16
   Filed  February 24, 2017
   File No.  001-35877

Dear Mr. Herron :

We have reviewed your filing s 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 within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do
not believe our comments apply to your facts and circumstance s, please tell us why in
your response.

After reviewing the information you provide in response to these comments, we
may have additional comments.

Form 10 -K for the fiscal year ending December 31, 2016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Non-GAAP Financial Measures

Core Earnings, page 72

1. We note that your measure of core earnings generally recognizes income earned
from equity method investments as your initial capital investment amortized over
the life of the project using a con stant yield.  We further note this methodology

J. Brendan Herron
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
June 26, 2017
Page 2

 differs from the hypothetical liquidation at book value method used to calculate
your share of earnings in your financial statements.  Please tell us how you
applied the guidance in question 100.04 in the C&DI  related to Non -GAAP
Financial Measures in determining your adjustments were appropriate.

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Financing Receivables, page 92

2. We note your disclosure that financing receivables consists of energy efficiency
and renewable energy project loans, receivables and direct financing leases.
Please provide us with a disaggregated schedule of your financing receivabl es by
asset class (loans, direct financing leases etc.).  In addition, please tell us how you
determined it would be appropriate to aggregate these asset classes within your
financial statements.  We may have additional comments once we have reviewed
your response.

Note 6 – Our Portfolio, page 104

3. We note you have $22 million of financing receivables that are considered non -
investment grade.  Please tell us how you determined none of these receivables
were considered impaired or should be on nonaccrual st atus as of December 31,
2016.  Please address the collateral on these receivables and if this factored into
the lack of allowance for credit losses.

Note 11 – Equity, page 113

4. Please tell us how you have complied with the disclosure requirements of ASC
Topic 718 -10-50-2.

We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

J. Brendan Herron
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
June 26, 2017
Page 3

 You may contact Babette Cooper,  Staff Accountant, at 202 -551-3396  or me at
202-551-3438 if you have questions regarding comments on the financial statements and
related matters.  Please contact Staff Attorney at 202 -551-3438  with any other  questions.

Sincerely,

/s/ Robert Telewicz

Robert Telewicz, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

Mail Stop 3010

        February 2, 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
File No. 00 1-35877

Dear Mr. Herron :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  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 Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

/s/ Eric McPhee

Eric McPhee
Staff Accountant
Off ice of Real Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 FOIA CONFIDENTIAL TREATMENT REQUESTED BY

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

PURSUANT TO 17 C.F.R. 200.83

January 21, 2016

 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

 VIA EDGAR AND BY FEDERAL EXPRESS

Mr. Eric McPhee

 Mr. Paul Cline

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-0404

Re:
Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed March 9, 2015

File No. 000-35877

 Dear Mr. McPhee and Mr. Cline:

On behalf of Hannon Armstrong Sustainable Infrastructure Capital, Inc., (the “Company”), set forth below are the responses of the
Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), received by letter dated January 6, 2016 (the “January 6
Letter”), with respect to the Company’s Form 10-K for the year ended December 31, 2014 (the “Form 10-K”). The responses to the Staff’s comments are set out in the order in which the comments were set out in the
January 6 Letter and are numbered accordingly.

 For reasons of business confidentiality, in a separate letter dated the date hereof,
the Company has requested that certain confidential information not be disclosed in response to any request made under the Freedom of Information Act or otherwise. Accordingly, pursuant to Rule 83 (17 C.F.R. 200.83) of the Rules of Practice of the
Commission, a complete copy of this letter will be provided only in paper form to the Staff and not electronically as correspondence under the Commission’s EDGAR system. A redacted version, which excludes the confidential information, has been
filed electronically on the Commission’s EDGAR system as correspondence with the omitted information in the version filed via the EDGAR system identified by the mark “[***].”

Form 10-K for the fiscal year ended December 31, 2014

Financial Statements and Supplementary Data, page 91

Summary of Significant Accounting Policies, page 100

Securitization 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 including the characteristics that make them
primarily due from the federal government, as referenced in your response, and clarify your disclosure in future filings.

In response to the Staff’s comment, the Company advises that the receivables that the Company securitizes arise
exclusively from the installation of energy efficiency and other technologies in facilities owned by, or operated for or by, the federal government where the federal government is the ultimate obligor. There are no other debt instruments in the
securitization trusts.

CONFIDENTIAL TREATMENT REQUESTED BY

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA_0001

PURSUANT TO RULE 83

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 January 21, 2016

 For example, under a typical transaction, the Company provides financing to
a third party service provider to install new more energy efficient lighting and air conditioning in a federal building. The third party service provider assigns the Company the payment stream from the federal government that provides for repayment
of the financing. The repayment stream from the federal government is what is securitized.

 In further response to the
Staff’s comment, the Company will revise Note 5, Securitization of Receivables, beginning in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, to include the following description of the
Company’s securitized assets:

 The securitized assets consist of financing receivables from contracts for the installation of
energy efficiency and other technologies in facilities owned by, or operated for or by, the federal government where the ultimate obligor is the U.S. federal government. The contracts may have guarantees of energy savings from third party service
providers, the majority of which are entities rated investment grade by an independent rating agency.

●

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 have 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.

 In response to the Staff’s comment, the Company advises that in accordance with the guidance in
ASC 860-10-40-5, the Company has obtained true-sale-at-law opinions for all of its trust structures and non-consolidation opinions for trust structures that represent over 97% of the Company’s securitized assets. There is one old trust
structure (last used for a transaction in 2007) in which the buyer of the trust interest was a sophisticated Fortune 100 company and for which the Company received a true-sale-at-law opinion but not a non-consolidation opinion and in which the
Company holds a very insignificant residual interest in the trust of approximately 0.2% of the trust’s assets.

 The
Company evaluated that trust structure in accordance with ASC 860-10-40-5 that sets forth criteria for control of the receivables to be considered transferred, which include: (1) legal isolation of the transferred financial assets,
(2) transferee’s rights to pledge or exchange, and (3) effective control.

CONFIDENTIAL TREATMENT REQUESTED BY

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA_0002

PURSUANT TO RULE 83

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 January 21, 2016

 (1) As legal isolation is primarily a legal determination, the Company
obtained a legal opinion from nationally recognized counsel to support the Company’s accounting conclusions that the trust structure meets the legal true-sale criterion. Although the Company did not obtain an opinion of counsel that the trust
structure would not be substantively consolidated in the Company’s bankruptcy estate, the Company has experience with other transfers with similar facts and circumstances under the same applicable laws and regulations and believes that it had a
reasonable basis to conclude that the appropriate non-consolidation opinion would be given, if requested (consistent with the guidance in ASC 860-10-55-18B). As such, the Company concluded, based upon consideration of the applicable laws and
regulations along with the following factors, that such trust structure would not be substantively consolidated in the Company’s bankruptcy estate:

●

 There is not “substantial identity” between the trust, on the one hand, and the Company or any of its other subsidiaries, on the other
hand.

●

 The Company and its other subsidiaries are operated as separate entities from the trust.

●

 The Company undertakes such reasonable actions as may be necessary to indicate to any creditor that the receivables are owned by the trust and that
the trust is separate from the Company and any of its other subsidiaries.

●

 The Company’s consolidated financial statements make clear that the trust is a separate entity.

●

 The trust maintains separate books and records, does not commingle its assets or business functions with the Company and any of its other
subsidiaries, and has adequate capital to perform its contemplated obligations.

●

 No creditor of the Company or any of its other subsidiaries is led to believe or to our knowledge believes that the trust is responsible for any of
the Company’s or any of its other subsidiaries’ debts, that the assets of the trust are owned by the Company or any of its other subsidiaries, or that the trust is an entity that is not separate from the Company or its other
subsidiaries.

●

 The securitization transaction was not undertaken with the intent to hinder, delay or defraud any person or entity, and each transferor has
received reasonably equivalent value and fair consideration in exchange for the transfer of its receivables.

CONFIDENTIAL TREATMENT REQUESTED BY

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA_0003

PURSUANT TO RULE 83

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 January 21, 2016

●

 The parties to the securitization transaction, the holders of the notes, and the other creditors of the trust reasonably relied upon (i) the
separate identity and credit of the trust from the Company and its subsidiaries and (ii) the ownership by the trust of its assets when they entered into the transactions or otherwise extended credit to the trust, and each would be inequitably
prejudiced by consolidation.

●

 Neither the assets nor the creditworthiness of the trust have ever been held out as being available for the payment of any liability of the Company
and any of its other subsidiaries, and the Company and each of its other subsidiaries have maintained readily apparent separate existences.

(2) There are no terms in the trust agreement that constrain the purchaser from pledging or exchanging the transferred
receivables.

 (3) The Company has relinquished control over the transferred financial assets. There are no provisions in
the trust agreement that require or permit the Company to reacquire any of the transferred receivables.

 As described
above, given that all three criteria pursuant to ASC 860-10-40-5 were met, the Company concluded that the receivables transferred to this trust should be accounted for as sales rather than as secured borrowings.

In further response to the Staff’s comment, the Company will revise Note 2, Summary of Significant Accounting
Policies – Securitization of Receivables, beginning in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, by adding the following underlined language:

We account for transfers of financing receivables to these securitization trusts as sales pursuant to ASC 860, Transfers
and Servicing, as we have concluded the transferred receivables have been isolated from the transferor (i.e., put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership) and we have
surrendered control over the transferred receivables. We have received true-sale-at-law opinions for all of our securitization trust structures and non-consolidation legal opinions for all but one old securitization trust structure that support
our conclusion regarding the transferred receivables. When we sell receivables in securitizations, we generally retain minor interests in the form of servicing rights and residual assets, which we refer to as securitization assets.

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.

CONFIDENTIAL TREATMENT REQUESTED BY

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA_0004

PURSUANT TO RULE 83

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 January 21, 2016

 In response to the Staff’s comment, the Company advises that it does not have any
obligations to repurchase the financing receivables from the securitization trusts in connection with a payment or other credit issue arising from or through any other party to the transaction. In some trusts, covered by true sale-at-law and
non-consolidation opinions, the Company makes standard representations and warranties, and only a post closing impairment in title caused by the Company would potentially trigger a repurchase obligation. The Company considered whether a liability
should be recorded in connection with this standard representation and warranty. The Company as part of its procedures validates proper title for its receivables and concluded the fair value for such contingent recourse, if any, would be de minimis
and thus no liability was recorded. The Company also advises the Staff that it has never had to repurchase a receivable due to an impairment in title for any of its 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 to the applicable rules.

In response to the Staff’s comment, the Company has attached the requested information referenced in Exhibit A to this
letter under Exhibit A.

 In connection with responding to the Staff’s comments, we acknowledge the following:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please do not hesitate to contact me at (410) 571-6179 or bherron@hannonarmstrong.com.

Very truly yours,

 /s/ Brendan Herron

CONFIDENTIAL TREATMENT REQUESTED BY

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA_0005

PURSUANT TO RULE 83

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 January 21, 2016

 Enclosures

cc:   Hannon Armstrong Sustainable Infrastructure Capital, Inc.

            Steven L. Chuslo

        Clifford Chance US LLP

            Jay L. Bernstein

            Andrew S. Epstein

CONFIDENTIAL TREATMENT REQUESTED BY

HANNON ARMSTRONG SUSTAINABLE INFRASTRUCTURE CAPITAL, INC.

HA_0006

PURSUANT TO RULE 83

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 January 21, 2016

 Exhibit A

Hannon Armstrong Sustainable Infrastructure - Exhibit A

ARTICLE VI.

 SERVICING AND
ADMINISTRATION OF RECEIVABLES

Section 6.1.     The Servicer to Act as
Servicer.

 (a)       The Servicer, as an independent
contract servicer, shall service and administer the Trust Estate in accordance with the terms of this Indenture, including without limitation, the Servicing Guidelines. The Servicer agrees that its servicing of the Trust Estate shall be carried out
in accordance with customary and usual procedures of firms engaged in a similar business and, to the extent more exacting, the Servicing Guidelines. The Servicer shall exercise reasonable care and due diligence in the performance of its duties
hereunder.

 (b)       The Servicer
shall take such actions as may be necessary to ensure that the security interest granted by the Issuer hereunder shall continue to be a perfected security interest of first priority under applicable law and shall be maintained as such throughout the
term of this Indenture. Without limiting the generality of the foregoing, the Servicer shall prepare and file all

CONFIDENTIAL TREATMENT

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

CORRESP
1
filename1.htm

SEC Response Letter

 November 17, 2015

VIA EDGAR AND BY FEDERAL EXPRESS

 Mr. Eric
McPhee

 Mr. Paul Cline

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-0404

Re:
Hannon Armstrong Sustainable Infrastructure Capital, Inc.

 Form 10-K for the Fiscal
Year Ended December 31, 2014

 Filed March 9, 2015

File No. 001-35877

 Dear Mr. McPhee and
Mr. Cline:

 On behalf of Hannon Armstrong Sustainable Infrastructure Capital, Inc., (“Hannon,” the “Company” or “we”),
set forth below are the responses of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), received by letter dated
November 10, 2015 (the “November 10 Letter”), with respect to the Company’s Form 10-K for the year ended December 31, 2014 (the “Form 10-K”). The responses to the Staff’s comments are set out in the order in
which the comments were set out in the November 10 Letter and are numbered accordingly.

 Form 10-K for the fiscal year ended December 31,
2014

 Financial Statements and Supplementary Data, page 91

Summary of Significant Accounting Policies, page 100

Securitization of Receivables, page 103

1.
We note that you use sale accounting for receivables transferred to your special purpose entities or securitizations trusts and that your disclosures state that your analysis of the structure of these entities under
US GAAP have lead you to the conclusion that you are not the primary beneficiary for purposes of consolidation. Please address the following:

•

Please provide us your analysis under ASC 860-10-40 used in determining the appropriateness of sale accounting for these transfers, including the requirements of paragraph 40-5.

•

Please tell us if a true-sale-at-law opinion and/or a non-consolidation opinion were obtained in connection with your analysis. If so, please revise future filings to disclose that fact.

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 November 17, 2015

•

Please tell us the specific nature of your residual interests in securitized assets and discuss your rights to the associated cash flows.

•

Please tell us what your rights as servicer of the assets are regarding decision making for the underlying assets and the day to day operations of the trusts. Please provide us an example of one of your servicing
agreements with the relevant sections highlighted.

 First and Second Bullet

The receivables that we securitize are typically fixed cash payment amounts due on specified dates over a defined contractual period, primarily
from the federal government (“Receivables”). We assign these payments to a special purpose entity or securitization trust with an independent trustee who maintains control of all payments. The purchaser of the Trust’s interest in the
Receivable (the “Investor”) is typically a large financial institution.

 We analyze the sales accounting for the Receivables that
are transferred to our special purpose entities or securitization trusts under ASC Topic 860, Transfers and Servicing of Financial Assets. ASC 860-10-40-5 states that a transfer of an entire financial asset, a group of entire financial
assets, or a participating interest in an entire financial asset in which the transferor surrenders control over those financial assets is accounted for as a sale if and only if all of the following conditions are met:

•

The transferred financial assets have been isolated from the transferor — put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership.

•

Each transferee has the right to pledge or exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee (or third-party holder of its beneficial interests) from taking
advantage of its right to pledge or exchange the asset and provides more than a trivial benefit to the transferor.

•

The transferor, its consolidated affiliates included in the financial statements being presented or its agents do not maintain effective control over the transferred financial assets or third-party beneficial interests
related to those transferred assets.

 Our conclusion is that the transfer of the Receivables met the sale criteria as they
have been fully transferred to a special purpose entity or securitization trust with an independent trustee and are legally isolated from us, the Investor has the right to pledge or exchange their interest in the Receivables and we do not maintain
any effective control over the Receivables.

 - 2 -

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 November 17, 2015

 We have obtained true-sale-at-law opinions and/or non-consolidation
opinions for each of our trust structures. We will revise Note 2, Summary of Significant Accounting Policies – Securitization of Receivables, in our Annual Report on Form 10-K for the year ended December 31, 2015, by adding the
following underlined language.

 We account for transfers of financing receivables to these securitization trusts as sales pursuant to ASC
860, Transfers and Servicing, as we have concluded the transferred receivables have been isolated from the transferor (i.e., put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other
receivership) and we have surrendered control over the transferred receivables. We have received legal opinions that support our conclusion. When we sell receivables in securitizations, we generally retain minor interests in the form of
servicing rights and residual assets, which we refer to as securitization assets.

 Third Bullet

As of December 31, 2014, we held approximately $5.2 million of residual assets that consisted of two categories, a cash reserve balance of
approximately $2.0 million and deferred fees of approximately $3.2 million. The cash reserve is not part of the sold cash flows and will be returned to us when the special purpose entities or securitization trusts are wound up. The deferred fees
represent a fixed amount of the initial purchase consideration that is paid to us over time as the Receivable is paid according to an agreed schedule. We have no rights in the Receivables themselves. These deferred fees represent less than 0.2% of
the outstanding $1.7 billion of assets in our securitization trusts. These amounts are subordinate to the investor’s interest and their values are subject to credit, prepayment and interest rate risks on the transferred financial assets.

Fourth Bullet

 Our rights
as servicer of the Receivables are customary and administrative in nature and include activities such as billing and collection of the Receivables, notifying the trustee of the scheduled amounts that are to be disbursed to the third party operations
and maintenance provider, if any and the Investor and preparing reports to the Investor and the independent trustee, among others. Significant activities or decisions related to the Receivables are made at the direction of the Investor or the
trustee. We have no authority over changing the amount or timing of any payment or any other significant decision related to the Receivables. We have attached a representative servicing section of a trust agreement as Exhibit A.

 - 3 -

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 November 17, 2015

 Variable Interest Entities and Equity Method Investments in Affiliate, page 105

2.
Please tell us in greater detail how you determined the appropriateness of the equity method in recording your investment in Strong Upwind. Noting your 50% ownership, discuss how the entity is managed, who has the
decision making authority and how disagreements are resolved.

 We analyzed the design, control over decision-making and
the power and benefits of each partner under the framework provided in ASC 810, Consolidation. We determined that both partners have sufficient equity at risk and that the partnership has sufficient equity to conduct its operations. Strong
Upwind was designed so that power is jointly controlled with the exception of certain tax issues where the power resides unilaterally with JPMorgan as described below. Thus we concluded that consolidation accounting is not required under the
framework provided in ASC 810, Consolidation. Given our ownership interest in and joint control over Strong Upwind, we concluded that we have the ability to exert significant influence over Strong Upwind and that the equity method of
accounting is appropriate, consistent with the guidance in ASC 323-30, Investments—Equity Method and Joint Ventures.

 The
purpose and design of the Strong Upwind is to directly or indirectly acquire, hold and dispose of and otherwise manage the tax equity interests in a portfolio of wind energy companies that own operating wind projects managed by third party wind
operators. We analyzed the Strong Upwind LLC Agreement for provisions that govern how Strong Upwind is managed. The overall management of Strong Upwind is vested in a Management Committee consisting of one representative from JPMorgan and one
representative from Hannon with each representative having one vote. Material decisions involving Strong Upwind require unanimous agreement of the two Management Committee members with the exception of certain tax matters where JPMorgan can make a
unilateral decision. If there is no agreement after an escalation process to a senior executive of each company, the current situation remains in place (i.e., no action is taken). We do not have any unilateral decision rights.

The voting rights of Strong Upwind in any of the wind energy companies are not significant enough to direct the activities of these companies
due to the rights of other investors in those entities as well as the rights of the wind project operators. For decisions involving voting the membership interest of Strong Upwind regarding a proposal by one of the wind project holding companies,
JPMorgan is required to make a recommendation regarding the decision. Other than in the case of certain tax matters where JPMorgan can act unilaterally, Hannon has the right to provide a notice of objection to the recommendation.

If Hannon provides a notice of objection and following the escalation process, there is no agreement, then Strong Upwind is required to vote in
favor of the proposal made by the wind energy company.

 - 4 -

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 November 17, 2015

 In the case of one of the wind energy companies, if there is no
agreement, 50% of the membership interest owned by Strong Upwind in that company shall be voted for the proposed action and 50% of the membership interest shall be voted against the proposed action.

Based on our ownership interest combined with the design and the decision making process, we concluded that the equity method of accounting was
appropriate for our investment in Strong Upwind.

 In connection with responding to the Staff’s comments, we acknowledge the following:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust we have been responsive to the Staff’s comments. If you have any questions, please do not hesitate to contact me.

Very truly yours,

 /s/ Brendan Herron

 Enclosures

cc:
Hannon Armstrong Sustainable Infrastructure Capital, Inc.

 Steven L. Chuslo

Clifford Chance US LLP

 Jay L.
Bernstein

 Andrew S. Epstein

 - 5 -

 Mr. Eric McPhee

Mr. Paul Cline

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-0404

 November 17, 2015

 Exhibit A

Supplementally provided to the SEC Staff

 - 6 -

Mail Stop 3010

        November 10, 2015

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 for the Fiscal Year Ended December 31, 2014
Filed March 9, 2015
File No. 000 -35877

Dear Mr. Herron :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 comments  within ten busine ss days b y 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 the 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. We note that you u se sale accounting for receivables transferred to your special purpose
entities or securitizations trusts and that your disclosures state that your analysis of the
structure of these entities under US GAAP have lead you to the conclusion that you are
not the primary beneficiary for purposes of consolidation.  Please address the following:

 Please provide us your analysis under ASC 860 -10-40 used in determining the
appropriateness of sale accounting for these transfers, including the requirements of
paragrap h 40-5.

J. Brendan Herron
Armstrong Hannon Sustainable Infrastructure Capital, Inc.
Novem ber 10, 2015
Page 2

 Please tell us if a true -sale-at-law opinion and/or a non -consolidation opinion were
obtained in connection with your analysis.  If so, please revise future filings to disclose
that fact.

 Please tell us the specific nature of your residual intere sts in securitized assets and discuss
your rights to the associated cash flows.

 Please tell us what your rights as servicer of the assets are regarding decision making for
the underlying assets and the day to day operations of the trusts.  Please provide  us an
example of one of your servicing agreements with the relevant sections highlighted.

Variable Interest Entities and Equity Method Investments in Affiliate, page 105

2. Please tell us in greater detail how you determined the appropriateness of the e quity
method in recording your investment in Strong Upwind.  Noting your 50% ownership,
discuss how the entity is managed, who has the decision making authority and how
disagreements are resolved.

We urge all persons who are responsible for the accura cy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts r elating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff c omments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

J. Brendan Herron
Armstrong Hannon Sustainable Infrastructure Capital, Inc.
Novem ber 10, 2015
Page 3

 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

CORRESP
1
filename1.htm

Correspondence

 April 16, 2013

 VIA EDGAR AND BY FEDERAL EXPRESS

 Jennifer Monick

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0404

Re:
Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Registration Statement on Form S-11

File No. 333-186711

 Dear
Ms. Monick:

 On behalf of our client, Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation
(the “Company”), set forth below are the responses of the Company to our conversation on April 15, 2013 relating to the Company’s letter, which it submitted to the Staff of the Division of Corporation Finance of the Securities
and Exchange Commission on April 12, 2013 (the “April 12 Letter”).

 The Company attaches hereto:
(1) the requested back up schedule to support the assertion in comment #7 of the April 12 Letter that Hannon Armstrong Capital, LLC’s retained interest in Hudson Ranch TE Holdings LLC was reduced to less than 3% and (2) the
requested additional significance testing back up schedule related to Hudson Ranch TE Holdings LLC.

 If you have any questions
or comments regarding the foregoing, please contact the undersigned at 212-878-8527 or Andrew S. Epstein at 212-878-8332.

 Sonia Gupta Barros, Esq.

 Angela McHale, Esq.

 United States Securities and Exchange Commission

April 16, 2013

 Page 2

Very truly yours,

 /s/ Jay L. Bernstein

 Jay L. Bernstein

 Enclosures

cc:
Securities and Exchange Commission

Sonia Gupta Barros

Angela McHale

Kevin Woody

Rochelle Plesset

 Hannon
Armstrong Sustainable Infrastructure Capital, Inc.

 Jeffrey W. Eckel

Steven L. Chuslo

J. Brendan Herron

 Fried, Frank, Harris, Shriver & Jacobson LLP

 Paul D. Tropp

Clifford Chance US LLP

 Andrew S. Epstein

 -2-

 The following calculations set for the computation of the significant asset, investment, and income tests
for Hannon Armstrong Capital LLC’s (“HAC”) economic interest in Hudson Ranch TE Holdings LLC (“HRTE”) at September 30, 2012

 Asset Test

As of 9/30/2012

 HRTE total assets

$
402,171,773

 HAC interest in HRTE

1.43
%

 HAC’s proportionate share

$
5,764,938

 HAC total assets

$
232,462,897

 Percentage

2.5
%

 Greater than 20%

No

 Investment Test

As of 9/30/2012

 Investment in HRTE

$
—

 HAC interest in HRTE

1.43
%

 HAC’s proportionate share

$
—

 HAC total assets

$
232,462,897

 Percentage

0.0
%

 Greater than 20%

No

 Income Test

Year ended
9/30/2012

 Income (loss) of HRTE

$
(407,828
)

 HAC interest in HRTE

1.43
%

 HAC’s proportionate share

$
(5,846
)

 Net income of HAC1

$
3,804,466

 Percentage

-0.2
%

 Greater than 20%

No

1
 HAC net income, as adjusted for the HRTE loss would be $3,810,312 ($3,804,466 plus $5,846), which would not affect the conclusion of the income test.

 The following table sets forth the computation of the Hannon Armstrong Capital LLC (HAC) economic interest
in Hudson Ranch TE Holdings LLC at September 30, 2012:

 HAC investment in EnergySource LLC (via HA EnergySource Holdings LLC)

40.20
%

x

 EnergySource LLC investment in Hudson Ranch I Holdings, LLC

28.30
%

x

 Hudson Ranch I Holdings, LLC investment in Hudson Ranch TE Holdings

12.60
%

x

 Net Economic Interest

1.43
%

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
1
filename1.htm

Correspondence

 April 15, 2013

 VIA EDGAR AND BY FEDERAL EXPRESS

 Jennifer Monick

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-0404

Re:
Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Registration Statement on Form S-11

Filed on April 15, 2013

File No. 333-186711

 Dear
Ms. Monick:

 On behalf of our client, Hannon Armstrong Sustainable Infrastructure Capital, Inc., a Maryland corporation
(the “Company”), set forth below are the responses of the Company to our conversation on April 12, 2013 relating to the Company’s letter, which it submitted to the Staff of the Division of Corporation Finance of the Securities and
Exchange Commission on April 12, 2013 (the “April 12 Letter”).

 With regard to comment #2 in the April 12 Letter,
the Company hereby confirms that the Company’s retained interest in the asset to be securitized in the possible $7 million securitization will be nominal.

 Additionally, the Company attaches hereto the requested back up schedule to support the assertion in comment #7 of the April 12 Letter that Hannon Armstrong Capital, LLC’s retained interest in Hudson
Ranch TE Holdings LLC was reduced to less than 3%.

 If you have any questions or comments regarding the foregoing, please
contact the undersigned at 212-878-8527 or Andrew S. Epstein at 212-878-8332.

 Very truly yours,

/s/ Jay L. Bernstein

Jay L. Bernstein

 Enclosures

cc:
Securities and Exchange Commission

 Sonia Gupta Barros

 Angela McHale

Kevin Woody

Rochelle Plesset

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

 Jeffrey W. Eckel

 Steven L. Chuslo

J. Brendan Herron

Fried, Frank, Harris, Shriver & Jacobson LLP

 Paul D. Tropp

Clifford Chance US LLP

 Andrew
S. Epstein

CORRESP
1
filename1.htm

Correspondence

 April 12, 2013

 VIA EDGAR AND BY FEDERAL EXPRESS

 Sonia Gupta Barros, Esq.

Angela McHale, Esq.

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-0404

Re:
Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Registration Statement on Form S-11

Filed on April 15, 2013

File No. 333-186711

 Dear
Ms. Gupta Barros and Ms. McHale:

 On behalf of our client, Hannon Armstrong Sustainable Infrastructure Capital,
Inc., a Maryland corporation (the “Company”), set forth below are the responses of the Company to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission contained
in the Staff’s letter dated April 11, 2013 (the “April 11 Letter”), with respect to the Registration Statement on Form S-11 (File No. 333-186711) (the “Registration Statement”), filed with the Securities and
Exchange Commission on April 4, 2013. The responses are set out in the order in which the comments were set out in the April 11 Letter and are numbered accordingly.

 We have enclosed with this letter a marked copy of Pre-Effective Amendment No. 4 to the Registration Statement, which the Company will file via EDGAR on Monday, April 15, 2013, reflecting all changes
to the Registration Statement in response to the comments of the Staff contained in the April 11 Letter as well as changes arising from the passage of time since April 4, 2013. All page references in the responses below are to the pages of
the marked copy of Pre-Effective Amendment No. 4 to the Registration Statement.

 Form S-11/A Amendment 2

Use of Proceeds, page 57

1.
Throughout your filing, you disclose that you will use $110.0 million of net proceeds to complete eight financing transactions. This $110.0 million does not appear
to be consistent with the information from adjustment 4 to your Unaudited Pro Forma Condensed Consolidated Balance Sheet. Additionally, throughout your filing you disclose the estimated net proceeds remaining after certain uses will be $75M. Please
reconcile the $75 million amount of net proceeds (after adjusting for the $7 million in assumed financings that are not reflected in your pro forma financial information) with the $73.1 million change in cash on your Unaudited Pro Forma Condensed
Consolidated Balance Sheet.

 Sonia Gupta Barros, Esq.

 Angela McHale, Esq.

 United States Securities and Exchange Commission

April 12, 2013

  Page
 2

 In response to the Staff’s comment, the Company supplementally advises the Staff
that in the Use of Proceeds section on page 57, the Company included the expected net proceeds based on information at or near the closing of the offering in April 2013. However, the Unaudited Pro Forma Condensed Consolidated Financial Statements
are as of the most recent interim balance sheet date, December 31, 2012. The primary reconciling item between the net proceeds in the Use of Proceeds section and the Unaudited Pro Forma Condensed Consolidated Financial Statements is the
scheduled repayments that have been made on the notes that the Company plans to retire with proceeds from the offering. Both the Use of Proceeds section and the Unaudited Pro Forma Condensed Consolidated Financial Statements were prepared assuming
that $7 million of the assumed financings would be through a securitization.

 As shown on the attachment to this letter, the
Company is prepared to add language to Note 4 on page F-6 to disclose that because the Company makes periodic payments on the notes, the ultimate payment required to retire the notes with the proceeds from the offering will be less than the amount
presented in the Unaudited Pro Forma Condensed Consolidated Financial Statements.

2.
You disclose that you may fund $7 million of the eight financing transactions through a securitization. Please provide to us management’s analysis of the
probability of this securitization transaction and whether or not management has reflected that amount in your pro forma financial statements. If management determined that this securitization is not probable, please revise your disclosure to
specifically state this assessment.

 In response to the Staff’s comment, the Company supplementally
advises the Staff that the Company believes that it is probable that it will fund one of the expected transactions through a securitization. The terms of the financing are consistent with the expectations of the intended securitization partner. The
Company’s securitization partner has closed at least one transaction with the Company in 10 of the last 12 quarters leading up to and through the quarter ended December 31, 2012. The Company has considered the expected securitization in
developing its pro forma financial statements.

 Business, page 90

 Our Pipeline, page 103

3.
We note that you have agreements to provide syndication services to finance approximately $2.4 billion projects and you have entered into a letter of intent to
finance a series of clean energy projects. Please provide to us management’s analysis of the probability of these financings including management’s historical rate of closing such financings. If management determined that these financings
are not probable, please revise your disclosure to specifically state this assessment.

 Sonia Gupta Barros, Esq.

 Angela McHale, Esq.

 United States Securities and Exchange Commission

April 12, 2013

  Page
 3

 We have been informed by the Company that historically a very high percentage of
agreements to provide syndication support services have in fact resulted in completed transactions for which the Company has received fees. We therefore do not believe the disclosure should be revised. We also note that the Registration
Statement in this section already states that “There can, however, be no assurance that transactions in our pipeline will be completed.” This sentence clearly communicates to investors the uncertainty of converting pipeline
opportunities.

 Financial Statements

 Unaudited Pro Forma Condensed Consolidated Financial Statements, page F-2

Unaudited Pro Forma Condensed Consolidated Balance Sheet, page F-3

4.
Please disaggregate the adjustments for each financial statement line item. For example, you have three adjustments for Cash and cash equivalents; please present the
amounts for each of these three adjustments separately on the face of the Unaudited Pro Forma Condensed Consolidated Balance Sheet.

 In response to the Staff’s comment, the Company is prepared to revise the Pro Forma Condensed Consolidated Balance Sheet on page F-3 to disaggregate the adjustments for each financial statement line
item, as shown on the attachment to this letter.

5.
Please disclose the number of share authorized and shares issued and outstanding on a historical basis and pro forma basis. Further, please tell us why you expect to
provide the number of shares authorized and shares issued and outstanding on a pro forma as adjusted basis.

In response to the Staff’s comment, the Company is prepared to update its Unaudited Pro Forma Condensed Consolidated Balance Sheet
on page F-3 to show the number of shares authorized and shares issued and outstanding on a historical and pro forma basis, as shown on the attachment to this letter. Additionally, the Company is prepared to remove the references to shares authorized
and shares issued and outstanding on a pro forma as adjusted basis, as shown on the attachment to this letter, as such amounts are not applicable.

 Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, page F-6

6.
We note your adjustment 2. Please tell us why you removed your adjustment to reflect the $3.4 million accrued capital contribution payment.

 As disclosed on page 13 under the heading “Prospectus Summary—The Structure and Formation of Our
Company,” the Company concluded that its interest in HA EnergySource Holdings, LLC was not suitable for inclusion as part of the Company’s

 Sonia Gupta Barros, Esq.

 Angela McHale, Esq.

 United States Securities and Exchange Commission

April 12, 2013

  Page
 4

plan to continue its business as a real estate investment trust and would be distributed to the current owners of Hannon Armstrong Capital, LLC prior the closing of the offering. Such
distribution occurred prior to December 31, 2012. In preparing the Unaudited Pro Forma Condensed Consolidated Balance Sheet, the Company concluded that the $3.4 million accrued capital contribution to HA EnergySource Holdings, LLC remained an
obligation of the Company as of December 31, 2012, the date of the pro forma. Accordingly, the Company determined that a pro forma adjustment was not appropriate, and the Company removed the discussion related to such pro forma adjustment from
the Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

 Hudson Ranch I Holdings, LLC Financial Statements,
page F-78

7.
Please tell us how you determined it was not necessary to provide Rule 3-09 financial statements for Hudson Ranch TE Holdings LLC.

As described in more detail in Note 1 of EnergySource LLC’s December 31, 2012 audited financial statements on page F-66, Hudson
Ranch TE Holdings LLC was formed in connection with a significant equity contribution made by Chevron in September 2012. As a result of the transaction, Hannon Armstrong Capital, LLC’s net economic interest in Hudson Ranch TE Holdings was
reduced to less than 3% and its effect on earnings was only for the period from September 26, 2012 to September 30, 2012. In assessing significance, the Company followed guidance in Section 2405.6 in the Division of Corporation
Finance Reporting Manual in applying the significant subsidiary test to lower tier equity method investees. Based on the application of the test, the Company determined that it was not necessary to provide Rule 3-09 financial statements for Hudson
Ranch TE Holdings LLC.

 We thank the Staff for its attention to the Company’s filing and we look forward to hearing from you regarding
the Registration Statement. If you have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at 212-878-8527 or Andrew S. Epstein at 212-878-8332.

Very truly yours,

/s/ Jay L. Bernstein

Jay L. Bernstein

 Enclosures

cc:
Securities and Exchange Commission

 Jennifer Monick

 Sonia Gupta Barros, Esq.

 Angela McHale, Esq.

 United States Securities and Exchange Commission

April 12, 2013

  Page
 5

 Kevin Woody

Rochelle Plesset

Hannon
Armstrong Sustainable Infrastructure Capital, Inc.

 Jeffrey W. Eckel

 Steven L. Chuslo

J. Brendan Herron

Fried,
Frank, Harris, Shriver & Jacobson LLP

 Paul D. Tropp

Clifford
Chance US LLP

Andrew S. Epstein

April 11 , 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 .
Amended Registration Statement on Form S -11
Filed April 4 , 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.

Form S -11/A Amendment 2

Use of Proceed s, page 57

1. Throughout your filing, you disclose that you will use $110.0 million of net
proceeds to complete eight financing transactions.  This $110.0 million does not
appear to be consistent with the information from adjustment 4 to your Unaudited
Pro F orma Condensed Consolidated Balance Sheet.  Additionally, throughout
your filing you disclose the estimated net proceeds remaining after certain uses
will be $75M.  Please reconcile the $75 million amount of net proceeds (after
adjusting for the $7 million  in assumed financings that are not reflected in your
pro forma financial information) with the $73.1 million change in cash on your
Unaudited Pro Forma Condensed Consolidated Balance Sheet.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
April 11 , 2013
Page 2

2. You disclose that you may fund $7 million of the eight financing  transactions
through a securitization. Please provide to us management’s analysis of the
probability of this securitization transaction and whether or not management has
reflected that amount in your pro forma financial statements.  If management
determin ed that this securitization is  not probable, please revise your disclosure to
specifically state this assessment.

Business, page 90

Our Pipeline, page 103

3. We note that you have agreements to provide syndication services to finance
approximately $2.4 bil lion projects and you have entered into a letter of intent to
finance a series of clean energy projects.  Please provide to us management’s
analysis of the probability of these financings  including management’s historical
rate of closing such financings .  If management determined that these financings
are not probable, please revise your disclosure to specifically state this
assessment.

Financial Statements

Unaudited Pro Forma Condensed Consolidated Financial Statements, page F -2

Unaudited Pro Forma Con densed Consolidated Balance Sheet , page F -3

4. Please disaggregate the adjustments for each financial statement line item.  For
example, you have three adjustments for Cash and cash equivalents; please
present the amounts for each of these three adjustments separately on the face of
the Unaudited Pro Forma Condensed Consolidated Balance Sheet.

5. Please disclose the number of share authorized and shares issued and outstanding
on a historical basis and pro forma basis.  Further, please tell us why you expect
to provide the number of shares authorized and shares issued and outstanding on a
pro forma as adjusted basis.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, page F -6

6. We note your adjustment 2.  Please tell us why you removed your  adjustment to
reflect the $3.4 million accrued capital contribution payment.

Hudson Ranch I Holdings, LLC Financial Statements, page F -78

7. Please tell us how you determined it was not necessary to provide Rule 3 -09
financial statements for Hudson Ranch  TE Holdings LLC.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
April 11 , 2013
Page 3

 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 Securities
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.

Notwithstanding our comments, in the event you request acceleratio n 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 to delegated authority,
declare the filing effective, it does not for eclose 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 effective, does not relieve the company from its full
responsibility for t he 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 the 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 specified 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 questio ns 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 con tact
Angela McHale , at (202) 551 -3402  or me at (202) 551 -3655 with any other questions .

     Sincerely,

     /s/ Sonia Barros

     Sonia Barros
     Special Counsel

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

CORRESP
1
filename1.htm

SEC Response Letter

 March 14, 2013

 VIA EDGAR AND BY FEDERAL EXPRESS

 Sonia Gupta Barros, Esq.

Angela McHale, Esq.

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-0404

Re:
Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Registration Statement on Form S-11

Filed on March 14, 2013

File No. 333-186711

 Dear
Ms. Gupta Barros and Ms. McHale:

 On behalf of our client, Hannon Armstrong Sustainable Infrastructure Capital,
Inc., a Maryland corporation (the “Company”), set forth below are the responses of the Company to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission contained
in the Staff’s letter dated February 28, 2013 (the “February 28 Letter”), with respect to the Registration Statement on Form S-11 (File No. 333-186711)(the “Registration Statement”), filed with the Securities and
Exchange Commission on February 15, 2013. The responses are set out in the order in which the comments were set out in the February 28 Letter and are numbered accordingly.

We have enclosed with this letter a marked copy of Pre-Effective Amendment No. 1 to the Registration Statement, which was filed
today by the Company via EDGAR, reflecting all changes to the Registration Statement in response to the comments of the Staff contained in the February 28 Letter as well as changes arising from the passage of time since February 15, 2013.
All page references in the responses below are to the pages of the marked copy of Pre-Effective Amendment No. 1 to the Registration Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 62

 Results of Operations, page 72

1.
We note your response to prior comment 7 and your revisions to your filing. Please further revise your filing to disaggregate the financing receivables information
for (1) after five years through ten years and (2) after ten years. In addition, state the weighted average yield for each range of maturities. Further, please tell us how you determined that you did not need to provide disclosures from
Item II of Guide 3 for your securitization assets.

In response to the Staff’s comment, the Company has revised the disclosure on page 74 under the caption “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Results of Operations—Investment in Financing Receivables” to include the requested after five years through ten years and after ten year columns and to add an analysis by similar periods
of the anticipated maturity date of its investment in financing receivables and the associated weighted average yield. The Company has also added the Item II of Guide 3 disclosure on page 74 under the caption “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Results of Operations—Other Investments” related to the residual assets from the Company’s securitization trusts.

 Sonia Gupta Barros, Esq.

 Angela McHale, Esq.

 United States Securities and Exchange Commission

March 14, 2013

 Page 2

Financial Statements of Hannon Armstrong Capital, LLC for the interim period ended December 31, 2012

Notes to Condensed Consolidated Financial Statements, page F-14

 2. Summary of Significant Accounting Policies, page F-14

 Modifications to
Investments in Financing Receivables and Debt, page F-16

2.
We note your response to prior comment 6 and your revisions to your filing. Please tell us and revise your filing to disclose whether or not the modification
resulted in the modified financing receivable having an effective yield that is at least equal to the effective yield for the original financing receivable. Please refer to paragraph 9 of ASC 310-20-35.

In response to the Staff’s comment, the Company has revised its disclosure on pages F-17 and F-35 under the captions “Notes to Condensed Consolidated
Financial Statements (Unaudited) for Hannon Armstrong Capital, LLC” and “Notes to Consolidated Financial Statements for Hannon Armstrong Capital, LLC,” respectively, to make clear that the modified receivable had an effective yield
equivalent to the effective yield of the original financing receivable and that the terms of the modified receivable are as favorable to the Company as other loans with similar risks.

Financial Statements of Hannon Armstrong Capital, LLC for the year ended September 30, 2012, page F-27

Consolidated Statements of Operations, page F-29

3.
We note your response to prior comment 8 and your revisions to your filing. Your revisions did not address our comment, as such, our comment will be reissued. Please
further revise your filing to present “(Loss) income from equity method investments in affiliate” within other expenses, net. Please refer to Rule 9-04 of Regulation S-X.

In response to the Staff’s comment, the Company has revised the disclosure on page 20 under the caption “Prospectus Summary—Summary Financial Data,”
page 62 under the heading “Selected Pro Forma and Historical Financial and Operating Data,” pages 75, 76, 77 and 78 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Results of Operations,” and pages F-4, F-5, F-11 and F-29 of the financial statements to present “(Loss) income from equity method investments in affiliate” within other expenses, net.

We thank the Staff for its attention to the Company’s filing and we look forward to hearing from you regarding the Registration Statement. If you
have any questions or comments regarding the foregoing, or have additional questions or comments, please contact the undersigned at 212-878-8527 or Andrew S. Epstein at 212-878-8332.

 Very truly yours,

 /s/ Jay L. Bernstein

Jay L. Bernstein

 Enclosures

cc:
Securities and Exchange Commission

Jennifer Monick

Kevin Woody

Rochelle Plesset

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Jeffrey W. Eckel

Steven L. Chuslo

J. Brendan Herron

Fried, Frank, Harris, Shriver & Jacobson LLP

Paul D. Tropp

Clifford Chance US LLP

Andrew S. Epstein

 -2-

February  28, 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 .
Registration Statement on Form S -11
Filed February 15, 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.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 62

Results of Operations, page 72

Investment in Financing Receivables, page 72

1. We note your response to prior comment 7 and your revisions to your filing.
Please further revise your filing to disaggre gate the fina ncing receivables
information for (1)  after five years through ten years  and (2) after ten years.  In
addition, state the weighted average yield for each range of maturities.  Further,
please tell us how you determined that you did not need to  provide disclosures
from Item II of Guide 3 for your securitization assets .

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
February 28 , 2013
Page 2

Financial Statements of Hannon Armstrong Capital, LLC for the interim period ended
December 31, 2012

Notes to Condensed Consolidated Financial Statements, page F -14

2. Summ ary of Significant Accounting Policies, page F -14

Modifications to Investments in Financing Receivables and Debt, page F -16

2. We note your response to prior comment 6 and your revisions to your filing.
Please tell us and revise your filing to disclose whe ther or not the modification
resulted in the modified financing receivable having an effective yield that is at
least equal to the effective yield for the original financing receivable.  Please refer
to paragraph 9 of ASC 310 -20-35.

Financial Statements of Hannon Armstrong Capital, LLC for the year  ended September
30, 2012, page F -27

Consolidated Statements of Operations, page F -29

3. We note your response to prior comment 8 and your revisions to your filing.
Your revisions did not address our comment, as  such, our comment will be
reissued.  Please further revise your filing to present “(Loss) income from equity
method investments in affiliate” within other expenses, net.  Please refer to Rule
9-04 of Regulation S -X.

We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
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.

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

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

 the action of the Commission 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 disclosure in the filin g; and

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
February 28 , 2013
Page 3

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

Please refer to Rules 460 and 461 reg arding 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 t he Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement.  Please allow adequate time  for us to review any
amendment prior to the reques ted 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 r elated 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) 55 1-3655 with any other questions .

     Sincerely,

     /s/ Sonia Barros

     Sonia Barros
     Special Counsel

February 6 , 2013

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. 2  to
Confidential Draft Registration Statement on Form S -11
Submitted January 25, 2013
CIK No. 0001561894

Dear Mr. Chuslo :

We have reviewed your amended 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 providin g the requested information and either
submitting an amended confidential draft registration statement or publicly filing your
registration statement on EDGAR. If you do not believe our comments apply to your
facts and circumstances or do not believe an am endment 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 comm ents.

Overview, page 1

1. Please remember to provide us with support for all quantitative and qualitative
business and industry data used in the registration statement, as requested in our
December 6, 2012 letter.

Dilution, page 58

2. We note your response to prior comment four and your revisions to your filing.
Your response did not address our comment in its entirety; as such, it will be
partially reissued.  Please also revise your dilution table to show the increase to

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
February  6, 2013
Page 2

 net tangible book value that resulted from the formation transaction separately
from the increase attributable to the offering.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 62

Contractual Obligations and Commitments, pag e 83

3. We note your response to prior comment seven and your revisions to your filing.
Your response did not address our comment; as such it will be reissued.  Please
also disclose the amount of interest to be paid in future  periods related to your
debt.  Please refer to footnote 46 in our Release 33 -8350.

Distribution of HA EnergySource Holdings, LLC to our Current Owners, page 132

4. We note your response to comment 8 from our letter dated January 15, 2013, as
well as your revised disclosure , and we reissue our comment.  Please provide the
material terms of the distribution, including both the distribution amount and the
dividend amount to be received by the existing owners.  Please include this
information here and in the summary section.  Lastly , please describe the purpose
for the $3.4 million capital contribution to HA EnergySource, considering that
you determined that an interest in HA EnergySource would not be suitable for
inclusion as part of your plan to continue your business as a REIT.

Unaudited Pro Forma Condensed Consolidated Financial Statements

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, page F -6

5. We note your adjustment two.  Please tell us why you have recorded an
adjustment for the income statement impact of the distribution of HA
EnergySource Holdings, LLC to your current owners, as this distribution does not
appear to have an income statement i mpact.  Alternatively, if this adjustment is to
remove your Loss from equity method investment in affiliate, then please revise
your description.

Financial Statements of Hannon Armstrong Capital, LLC for the interim period ended
December 31, 2012

Notes  to Condensed Consolidated Financial Statements, page F -14

2. Summary of Significant Accounting Policies, page F -14

6. On page 74, you disclose a modification of a fixed rate loan.  Please tell us the
nature of the loan modification and tell us how you acco unted for this loan
modification.  Please revise your financial statements to include a policy note for
loan modifications.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
February  6, 2013
Page 3

 Financial Statements of Hannon Armstrong Capital, LLC for the year ended September
30, 2012, page F -27

7. We note your response to p rior comment ten.  Please tell us how you determined
you do not hold any investments required to be disclosed under Item II, as it
appears that you own other securities of business corporations.  If you continue to
believe that you do not own investments r equired to be disclosed under Item II,
please tell us if you own loans to be disclosed under Item III of Guide 3.

Consolidated St atements of Operations, page F -29

8. We note your response to prior comment 11 and your revisions to your filing.
Please fu rther revise your filing to present “(Loss) income from equity method
investments in affiliate” within other income.  Please refer to Rule 9 -04 of
Regulation S -X.

Notes to Consolidated Financial Statements, page F -33

2. Summary of Significant Accountin g Policies, page F -33

Equity Method In vestment in Affiliate, page F -36

9. We note your response to our prior comment 13.  Please revise your filing to
disclose how you accounted for the consolidation of HA EnergySource during
August 2012.

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 .

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
February  6, 2013
Page 4

 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 Rochelle
Plesset in the Division of Investment Management at (202) 551 -6840. Please contact
Angel a McHale , at (202) 551 -3402  or me at (202) 551 -3655 with any other questions .

     Sincerely,

     /s/ Sonia Barros

     Sonia Barros
     Special Counsel

January 15, 2013

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
Confidential Draft Registration Statement on Form S -11
Submitted December 27, 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, w e 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 y our
registration 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 .

Overview, page 1

1. We note your response to comment 8 from our letter dated December 6, 2012 and
note that you have revised the italicized introductory paragraph.  Please also
revise the first paragraph of the Overview section to provide a brief description of
your corporate history, including the date and state of incorporation.

Our Assets, page 6

2. We note the bl anks in this section, to be filled in before the preliminary
prospectus is distributed to potential investors.  Please tell us whether any one
project represents a significant portion of your total managed assets.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
January 15, 2013
Page 2

3. We note your response to comment 10 from our letter dated December 6, 2012
regarding the investment grade obligor, which is the primary credit obligor on one
of your projects.  Please tell us the percentage of total managed assets represented
by this one project, as well as which asset class it f alls into.

Dilution, page 58

4. We note your response to prior comment 14.  We are unable to agree with your
presentation.  Please revise your dilution table to start with historical net tangible
book value per share and show the increase to net tangible bo ok value that
resulted from the formation transaction separately from the increase attributable to
the offering.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 62

5. We note your response to comment 1 6 from our l etter dated December 6, 2012 , as
well as your revised disclosure in the fourth paragraph on page 63.  Please
provide a further breakdown of the debt to equity financing ratios for clean energy
projects and sustainable infrastructure projects.  Also, please  revise the
penultimate sentence of this paragraph to provide approximate percentages, rather
than using the terms “vast majority” and “significant portion.”

Existing Credit Facility, page 80

6. We note your response to comment 21 from our letter dated December 6, 2012 , as
well as the related revised disclosure on page 80.  Please disclose actual ratio
calculations to the extent your compliance with a ratio is likely to have a material
impact on the company , either by restricting additional indebtedness or triggering
default .

Contractual Obligations and Commitments, page 81

7. We note your response to prior comment 22 and your revisions to your filing.
Please also disclose the amount of interest related to your debt.  Please refer to
footnote 46 in our Re lease 33 -8350.

Distribution of HA Energy Source Holdings, LLC to our current owners, page 130

8. We note your added disclosure at the bottom of page 130.  Please revise to
provide the material terms of the distribution, including the value to be received
by existing owners (both the distribution amount and the dividend amount).  We
note related disclosure on page 81.  Please also disclose the distribution and
dividend to be received by the existing owners in the summary section.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
January 15, 2013
Page 3

 Financial Statements

9. We note your response to prior comment 32.  Please write to the Division of
Corporation Finance’s Office of Chief Accountant to request a waiver from
providing Rule 3 -09 financial statements for HA EnergySource Holdings LLC.

Financial Statements of Hannon Ar mstrong Capital, LLC for the year ended September
30, 2012

10. We note your response to prior comment 38 and your revisions to your filing.
Please tell us where you have provide d the disclosure requirements of Items II, VI
and VII of Guide 3.

Consolidated  Statements of Operations, page F -11

11. We note your response to prior comment 39.  We are unable to agree with your
use of the caption ‘net investment income.’ Please revise to remove this caption
and subtotal.

Notes to Consolidated  Financial Statements, page F -15

2. Summary of Significan t Accounting Policies, page F -15

Securiti zation of Receivables, page F -16

12. We note your response to prior comment 41 and your revisions to your filing.
Please further clarify how you will account for credit losses and other losses when
you do not intend to sell the debt security and you determined that the decline is
other than temporary.

Equity Method Investment in Affiliate, page F -18

13. Please tell us how you accounted for the consolidation of HA EnergySource
during August 2012.  Please refer to ASC 805.

9. Intangib le Assets and Goodwill, page F -28

14. We note your response to prior comment 43.  Please tell us how you determined
that the value of a contractual commitment to be paid as advisory fees is an
intangible asset.  Within your response, please reference the authoritative
accounting literature management relied upon.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
January 15, 2013
Page 4

 Exhibits

Draft Tax Opinion

15. In the paragraph that begins, “In our examination of the foregoing documents…,”
please exp lain to us why assumption (iv) is appropriate.

16. In assumption (iii) of the same paragraph and in the first line of the paragraph that
begins, “For purposes of rendering the opinions stated below…,” please limit the
statement about the accuracy of the representations contained in the Certificate of
Representations to factual matters only.

General

If you intend to respond to these comments with an amended draft registration
statement , please submit it and any associated correspondence in accordance wit h 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 .

You may contact Jennifer Monick, Staff Accountant, at (202) 551 -3295 or Kev in
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 Rochelle
Plesset in the Division of Investment Management at (202) 551 -6840. 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

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