Correspondence 0001104659-24-119777 from UNION ELECTRIC CO (UELMO, UEPCN, UEPCO, UEPCP, UEPEM, UEPEN, UEPEO, UEPEP) (CIK 0000100826)
UNION ELECTRIC CO (UELMO, UEPCN, UEPCO, UEPCP, UEPEM, UEPEN, UEPEO, UEPEP) (CIK 0000100826)
Date: Nov. 15, 2024 · CIK: 0000100826 · Accession: 0001104659-24-119777
AI Filing Summary & Sentiment
File numbers found in text: 333-282616
Referenced dates: November 7, 2024
Letter
Via Edgar and Electronic Mail Office of Structured Finance Division of Corporation Finance United States Securities and Exchange Commission Ameren Missouri Securitization Funding I, LLC Registration Statement on Form SF-1 Filed October 11, 2024 File Nos. 333-282616 and 333-282616-01
Dear Ms. Chaundhry and Mr. Sandel:
On behalf of Union Electric Company (“Ameren Missouri”) and Ameren Missouri Securitization Funding I, LLC (the “Issuing Entity”, and, together with Ameren Missouri, the “Registrants”), we submit 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”) the accompanying Amendment No. 2 (including certain exhibits) (“Amendment No. 2”) to the Registrants’ above-referenced Registration Statement on Form SF-1 (the “Registration Statement”), which is being filed simultaneously with this response. Amendment No. 2 reflects the Registrants’ responses to the comments received from the Staff contained in the Staff’s letter dated November 7, 2024 (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. 2 marked to indicate the changes from the Registration Statement that was filed on October 11, 2024.
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.
Ms. Komul Chaundhry and Mr. Arthur Sandel
Securities and Exchange Commission
November 15, 2024
Page 2
Registration Statement on Form SF-1
General
1. We note that you filed Amendment No. 1 to your registration statement on October 28, 2024. This amendment has not yet been reviewed and the staff will review it concurrently with the next amendment responsive to comments.
The Registrants acknowledge this comment and await the review of the Staff.
Form of Prospectus
The Depositor, Seller, Initial Servicer and Sponsor, page 54
2. Please provide disclosure regarding the servicing experience of the servicer in accordance with Item 1108(b) of Regulation AB. Alternatively, if the servicer does not have servicing experience, please revise to make this clear.
While this will be Ameren Missouri's first time sponsoring and servicing securities like the securitized utility tariff bonds, it is highly experienced in calculating and implementing rates and charges under various cost recovery clauses and billing those amounts to customers. These clauses include the Fuel Adjustment Clause and the Purchased Gas Adjustment Tariff Clause. These clauses are subject to regular and periodic true-up adjustments, which adjustments include filing with, and review and approval by, the Missouri Public Service Commission. The calculation, imposition, billing, charging and collection of securitized utility tariff charges will follow very similar processes as the other cost recovery clauses that Ameren Missouri has experience with. Though the securitized utility tariff charges will be remitted to a subsidiary of Ameren Missouri, the method of calculating, imposing and collecting such charges is similar to that for the other cost recovery charges.
In response to the Staff’s comment, the prospectus has been revised on page 56 to enhance the disclosure concerning Ameren Missouri’s experience billing and collecting charges similar to the securitized utility tariff charges.
Security For the Securitized Utility Tariff Bonds
Pledge of Collateral, page 85
3. We note that, in addition to the recovery property, the bonds will also be secured by "the collection account for the recovery bonds and all subaccounts of the collection account, 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 hereby confirm that none of the underlying collateral will consist of securities for purposes of Rule 190 under the Securities Act.
Legal Proceedings, page 128
Ms. Komul Chaundhry and Mr. Arthur Sandel
Securities and Exchange Commission
November 15, 2024
Page 3
4. We note your disclosure that there are no legal or governmental proceedings pending against the transaction parties other than as disclosed elsewhere in the prospectus. As an aid to investors, please include cross references to any section of the prospectus that includes relevant disclosure related to such proceedings or otherwise include such disclosure in this section.
We have revised the disclosure on page 127 of Amendment No. 2 to clarify that there are no legal or governmental proceedings pending against the transaction parties, meaning the issuing entity, the sponsor, seller, trustee, or servicer, that is material to the holders of the securitized utility tariff bonds. However, we had previously included disclosure provided by the trustee regarding certain pending legal proceedings against certain affiliates of the trustee in their capacity as such for certain residential mortgage-backed securitizations, which are on page 81 of Amendment No. 2. For completeness, we have added a cross-reference to such disclosure on page 127 of Amendment No. 2.
* * *
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.
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.
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filename1.htm
Hunton Andrews Kurth LLP
200 Park Avenue
New York, NY 10166-0005
Tel 212 • 309
• 1000
Fax 212 • 309 • 1100
November 15, 2024
Via Edgar and Electronic Mail
Ms. Komul Chaundhry
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: Union Electric Company
Ameren Missouri Securitization Funding
I, LLC
Registration Statement on Form SF-1
Filed October 11, 2024
File Nos. 333-282616 and 333-282616-01
Dear Ms. Chaundhry and Mr. Sandel:
On behalf of Union Electric
Company (“Ameren Missouri”) and Ameren Missouri Securitization Funding I, LLC (the “Issuing Entity”,
and, together with Ameren Missouri, the “Registrants”), we submit 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”)
the accompanying Amendment No. 2 (including certain exhibits) (“Amendment No. 2”) to the Registrants’
above-referenced Registration Statement on Form SF-1 (the “Registration Statement”), which is being filed simultaneously
with this response. Amendment No. 2 reflects the Registrants’ responses to the comments received from the Staff contained
in the Staff’s letter dated November 7, 2024 (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. 2 marked to indicate
the changes from the Registration Statement that was filed on October 11, 2024.
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.
Ms. Komul Chaundhry and
Mr. Arthur Sandel
Securities and Exchange Commission
November 15, 2024
Page 2
Registration Statement on Form SF-1
General
1. We note that you filed Amendment No. 1 to your
registration statement on October 28, 2024. This amendment has not yet been reviewed
and the staff will review it concurrently with the next amendment responsive to comments.
The Registrants acknowledge this comment and await the review
of the Staff.
Form of Prospectus
The Depositor, Seller, Initial Servicer and Sponsor, page 54
2. Please provide disclosure regarding
the servicing experience of the servicer in accordance with Item 1108(b) of Regulation
AB. Alternatively, if the servicer does not have servicing experience, please revise to make
this clear.
While this will be Ameren Missouri's first time sponsoring
and servicing securities like the securitized utility tariff bonds, it is highly experienced in calculating and implementing rates and
charges under various cost recovery clauses and billing those amounts to customers. These clauses include the Fuel Adjustment Clause
and the Purchased Gas Adjustment Tariff Clause. These clauses are subject to regular and periodic true-up adjustments, which adjustments
include filing with, and review and approval by, the Missouri Public Service Commission. The calculation, imposition, billing, charging
and collection of securitized utility tariff charges will follow very similar processes as the other cost recovery clauses that Ameren
Missouri has experience with. Though the securitized utility tariff charges will be remitted to a subsidiary of Ameren Missouri, the
method of calculating, imposing and collecting such charges is similar to that for the other cost recovery charges.
In response to the Staff’s comment, the prospectus
has been revised on page 56 to enhance the disclosure concerning Ameren Missouri’s experience billing and collecting
charges similar to the securitized utility tariff charges.
Security For the Securitized
Utility Tariff Bonds
Pledge of Collateral, page 85
3. We note that, in addition to the recovery property, the
bonds will also be secured by "the collection account for the recovery bonds and all
subaccounts of the collection account, 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 hereby confirm that none of the underlying
collateral will consist of securities for purposes of Rule 190 under the Securities Act.
Legal Proceedings, page 128
Ms. Komul Chaundhry and
Mr. Arthur Sandel
Securities and Exchange Commission
November 15, 2024
Page 3
4. We note your disclosure that
there are no legal or governmental proceedings pending against the transaction parties other
than as disclosed elsewhere in the prospectus. As an aid to investors, please include cross
references to any section of the prospectus that includes relevant disclosure related to
such proceedings or otherwise include such disclosure in this section.
We have revised the disclosure on page 127
of Amendment No. 2 to clarify that there are no legal or governmental proceedings pending against the transaction parties, meaning
the issuing entity, the sponsor, seller, trustee, or servicer, that is material to the holders of the securitized utility tariff bonds.
However, we had previously included disclosure provided by the trustee regarding certain pending legal proceedings against certain affiliates
of the trustee in their capacity as such for certain residential mortgage-backed securitizations, which are on page 81 of Amendment
No. 2. For completeness, we have added a cross-reference to such disclosure on page 127 of Amendment No. 2.
* * *
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.
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:
Mark C. Birk, Union Electric Company
Darryl T. Sagel, Ameren Missouri Securitization Funding I, LLC
Adam O’Brian, Esq., Hunton Andrews Kurth LLP