SEC Company Response from DUKE ENERGY PROGRESS, LLC. (CIK 0000017797) — Sep 3, 2025
DUKE ENERGY PROGRESS, LLC. (CIK 0000017797)
Date: Sept. 3, 2025 · CIK: 0000017797 · Accession: 0001104659-25-087118
AI Filing Summary & Sentiment
File numbers found in text: 333-288942
Referenced dates: August 14, 2025
Show Raw Text
CORRESP
1
filename1.htm
September 3, 2025
Ms. Hodan Siad
Mr. Arthur Sandel
Office of Structured Finance
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street N.E.
Washington, DC 20549
Re:
Duke Energy Progress, LLC
Duke Energy Progress NC Storm Funding II
LLC
Registration Statement on Form SF-1
Filed July 23, 2025
File Nos. 333-288942 and 333-288942-01
Dear Ms. Siad and Mr. Sandel:
On behalf of Duke Energy
Progress, LLC (“DEP”) and Duke Energy Progress NC Storm Funding II LLC (the “Issuing Entity” and,
together with DEP, the “Registrants”), we are submitting via EDGAR for review by the staff (the “Staff”)
of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) this
response letter and the accompanying Amendment No. 1 (including certain exhibits, “Amendment No. 1”) to the
Registrants’ above-referenced Registration Statement on Form SF-1 (the “Registration Statement”). This letter
and Amendment No. 1 reflect the Registrants’ responses to the comments received from the Staff contained in the Staff’s
letter dated August 14, 2025 (the “Comment Letter”), and certain other updated information. For your convenience,
the Registrants are providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes from the
Registration Statement that was filed on July 23, 2025.
The Staff’s comments
as reflected in the Comment Letter are reproduced in bold typeface in this letter, and the corresponding responses of the Registrants
are shown below each comment. All references to page numbers in the Registrants’ responses are to the page numbers in
Amendment No. 1.
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON
LONDON LOS ANGELES MIAMI NEW YORK RICHMOND SAN FRANCISCO
TOKYO TYSONS WASHINGTON, DC
www.Hunton.com
Ms. Hodan Siad and Mr. Arthur Sandel
Securities and Exchange Commission
September 3, 2025
Page 2
Registration Statement on Form SF-1
Form of Prospectus
Prospectus Summary
Transaction Parties, page 15
1. We note your chart showing the transaction parties and general summary
of the transaction, which includes a description that the issuing entity issues the bonds and "[p]urchases
storm recovery property from DEC." However, page 8 of your form of prospectus indicates that
DEP will sell storm recovery property to the issuing entity pursuant to a sale agreement between the
issuing entity and DEP. Please revise accordingly.
The Registrants have revised the chart on page 15 to correct that
the issuing entity “[p]urchases storm recovery property from DEP” and not DEC.
Security for the Storm Recovery Bonds
Pledge of Collateral, page 85
2. We note that, in addition to the recovery property, the bonds will also be secured by "the collection
account, relating to the Bonds and established under the indenture and the series supplement, all subaccounts thereof and all amounts
of cash, instruments, investment property or other assets on deposit therein or credited thereto from time to time and all financial assets
and securities entitlements carried therein or credited thereto." Please confirm whether any of the underlying collateral will consist
of securities for purposes of Securities Act Rule 190.
The Registrants confirm that none of the underlying collateral will
consist of securities for purposes of Rule 190 under the Securities Act.
Part II - Information Not
Required in Prospectus
Item 14. Exhibits, page II-2
3. Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and Item 601 of Regulation
S-K.
The remaining exhibits, including the forms of the underwriting agreement,
the joinder agreement, the intercreditor agreement and the Constitutional law opinion and Exhibits 5.1 and Exhibit 8.1 are being
filed with Amendment No. 1.
The Registrants acknowledge
that: (i) they are responsible for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) the
Registrants 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.
Ms. Hodan Siad and Mr. Arthur Sandel
Securities and Exchange Commission
September 3, 2025
Page 3
Thank you for your consideration.
If you have any questions concerning the above responses, please do not hesitate to contact the undersigned at (212) 309-1071 or Adam
O’Brian, Esq. at Hunton Andrews Kurth LLP.
Sincerely,
/s/ Michael F. Fitzpatrick, Jr., Esq.
Michael F. Fitzpatrick, Jr., Esq.
cc:
Harry K. Sideris, Duke Energy Progress, LLC
Michael P. Callahan, Duke Energy Progress NC Storm Funding II LLC
Adam O’Brian, Esq., Hunton Andrews Kurth LLP