Correspondence 0001193125-24-016891 from VIRGINIA ELECTRIC & POWER CO (CIK 0000103682)
VIRGINIA ELECTRIC & POWER CO (CIK 0000103682)
Date: Jan. 26, 2024 · CIK: 0000103682 · Accession: 0001193125-24-016891
AI Filing Summary & Sentiment
File numbers found in text: 333-275727
Letter
Via EDGAR and Electronic Mail Office of Structured Finance Division of Corporation Finance Virginia Power Fuel Securitization, LLC Amendment No. 1 to Registration Statement on Form SF-1 Filed January 16, 2024 File Nos. 333-275727 and 333-275727-01
Dear Ms. Chaudhry and Mr. Meeks:
We are submitting this letter on behalf of our clients, Virginia Electric and Power Company (“Virginia Power”) and Virginia Power Fuel Securitization, LLC (the “Issuing Entity” and, together with Virginia Power, the “Registrants”), in response to an oral comment from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) to McGuireWoods LLP on January 24, 2024 with respect to Amendment No. 1 to the Registrants’ above-referenced Registration Statement on Form SF-1 (the “Registration Statement”). We have revised the Registration Statement in response to the Staff’s comment, as reflected in an Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which we are filing via EDGAR concurrently with this letter. Amendment No. 2 also includes certain other updated information. For your convenience, we are providing to the Staff a supplemental typeset copy of Amendment No. 2 marked to indicate the changes from the Registration Statement.
In order to facilitate your review of our response, we have reproduced the Staff’s comment below in bold typeface with the corresponding response of the Registrants below the comment. Terms used in this letter but not defined in this letter have the meanings given to them in Amendment No. 2. All references to page numbers and captions included in the response correspond to the Registration Statement.
Atlanta | Austin | Baltimore | Charlotte | Charlottesville | Chicago | Dallas | Houston | Jacksonville | London | Los Angeles - Century City
Los Angeles - Downtown | New York | Norfolk | Pittsburgh | Raleigh | Richmond | San Francisco | Tysons | Washington, D.C.
Ms. Chaudhry and Mr. Meeks
U. S. Securities and Exchange Commission
January 26, 2024
Page 2
Amendment No. 1 to Registration Statement on Form SF-1
The Sale Agreement
Indemnification, page 103
1. We note that your disclosure states that “[t]he seller will have a 30-day opportunity to cure upon notice from us of a material breach of a covenant” but that the Purchase and Sale Agreement referenced in that sentence, which was filed as Exhibit 10.2 to Amendment No. 1, does not contain this cure right.
We acknowledge the Staff’s comment and, in response, have deleted the sentence noted in the Staff’s comment, as reflected in Amendment No. 2.
* * * * *
We thank you for your assistance in this matter. Please do not hesitate to call me at (412) 667-7936 or W. Lake Taylor, Jr. at (804) 775-4325 with any questions or further comments that you may have regarding this matter or if you wish to discuss our responses to the Comment Letter.
Sincerely,
/s/ Hannah Thompson Frank
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CORRESP 1 filename1.htm CORRESP McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219-3916 Phone: 804.775.1000 Fax: 804.775.1061 www.mcguirewoods.com January 26, 2024 Via EDGAR and Electronic Mail Ms. Komul Azhar Chaudhry Mr. Benjamin Meeks Office of Structured Finance Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street N.E. Washington, D.C. 20549 Re: Virginia Electric and Power Company Virginia Power Fuel Securitization, LLC Amendment No. 1 to Registration Statement on Form SF-1 Filed January 16, 2024 File Nos. 333-275727 and 333-275727-01 Dear Ms. Chaudhry and Mr. Meeks: We are submitting this letter on behalf of our clients, Virginia Electric and Power Company (“Virginia Power”) and Virginia Power Fuel Securitization, LLC (the “Issuing Entity” and, together with Virginia Power, the “Registrants”), in response to an oral comment from the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) to McGuireWoods LLP on January 24, 2024 with respect to Amendment No. 1 to the Registrants’ above-referenced Registration Statement on Form SF-1 (the “Registration Statement”). We have revised the Registration Statement in response to the Staff’s comment, as reflected in an Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which we are filing via EDGAR concurrently with this letter. Amendment No. 2 also includes certain other updated information. For your convenience, we are providing to the Staff a supplemental typeset copy of Amendment No. 2 marked to indicate the changes from the Registration Statement. In order to facilitate your review of our response, we have reproduced the Staff’s comment below in bold typeface with the corresponding response of the Registrants below the comment. Terms used in this letter but not defined in this letter have the meanings given to them in Amendment No. 2. All references to page numbers and captions included in the response correspond to the Registration Statement. Atlanta | Austin | Baltimore | Charlotte | Charlottesville | Chicago | Dallas | Houston | Jacksonville | London | Los Angeles - Century City Los Angeles - Downtown | New York | Norfolk | Pittsburgh | Raleigh | Richmond | San Francisco | Tysons | Washington, D.C. Ms. Chaudhry and Mr. Meeks U. S. Securities and Exchange Commission January 26, 2024 Page 2 Amendment No. 1 to Registration Statement on Form SF-1 The Sale Agreement Indemnification, page 103 1. We note that your disclosure states that “[t]he seller will have a 30-day opportunity to cure upon notice from us of a material breach of a covenant” but that the Purchase and Sale Agreement referenced in that sentence, which was filed as Exhibit 10.2 to Amendment No. 1, does not contain this cure right. We acknowledge the Staff’s comment and, in response, have deleted the sentence noted in the Staff’s comment, as reflected in Amendment No. 2. * * * * * We thank you for your assistance in this matter. Please do not hesitate to call me at (412) 667-7936 or W. Lake Taylor, Jr. at (804) 775-4325 with any questions or further comments that you may have regarding this matter or if you wish to discuss our responses to the Comment Letter. Sincerely, /s/ Hannah Thompson Frank Hannah Thompson Frank cc: Mr. Robert M. Blue (Virginia Electric and Power Company) Mr. Carlos M. Brown (Dominion Energy, Inc.) Mr. Steven D. Ridge (Virginia Power Fuel Securitization, LLC) Ms. Meredith Sanderlin Thrower (Dominion Energy Services, Inc.) Mr. Michael Fitzpatrick, Jr. (Hunton Andrews Kurth LLP) Mr. Adam O’Brian (Hunton Andrews Kurth LLP) Mr. David A. Rivard (McGuireWoods LLP) Mr. W. Lake Taylor, Jr. (McGuireWoods LLP)