Correspondence 0001140361-24-027522 from IPALCO ENTERPRISES, INC. (CIK 0000728391)
IPALCO ENTERPRISES, INC. (CIK 0000728391)
Date: May 24, 2024 · CIK: 0000728391 · Accession: 0001140361-24-027522
AI Filing Summary & Sentiment
Letter
IPALCO Enterprises, Inc.
One Monument Circle
Indianapolis, IN 46204
May 24, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re: IPALCO Enterprises, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2024 relating to the offer by IPALCO Enterprises, Inc. (the “Company”) to exchange its outstanding 5.750% Senior Secured Notes due 2034 (the “Old Notes”) for newly issued 5.750% Senior Secured Notes due 2034 (the “New Notes”) (the “Exchange Offer”), we supplementally confirm to the Staff that the Company is registering the Exchange Offer in reliance on the Staff’s position enunciated in the Exxon Capital Holdings Corporation SEC no-action letter (available May 13, 1988), the Morgan Stanley & Co. SEC no-action letter (available June 5, 1991) and the Shearman
& Sterling SEC no-action letter (available July 2, 1993).
We represent to the Staff that:
(i) The Company has not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of participating in a distribution of the New Notes to be acquired in the Exchange Offer, such person (i) could not rely on the Staff position enunciated in its no-action letters and interpretive letters of similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a 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.
(ii) The Company will also make each person participating in the Exchange Offer aware that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities may participate in the Exchange Offer so long as the broker-dealer has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the New Notes.
(iii) The Company will also make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes in the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.
(iv) The Company will include in the transmittal letter or similar documentation to be executed by an exchange offeree, an acknowledgment that if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received pursuant to the Exchange Offer.
If you have any questions or comments about the foregoing, please do not hesitate to contact the undersigned at (317) 864-5307.
Very truly yours,
IPALCO ENTERPRISES, INC.
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IPALCO Enterprises, Inc.
One Monument Circle
Indianapolis, IN 46204
May 24, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re: IPALCO Enterprises, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2024 relating to the offer by IPALCO Enterprises, Inc. (the “Company”) to exchange its
outstanding 5.750% Senior Secured Notes due 2034 (the “Old Notes”) for newly issued 5.750% Senior Secured Notes due 2034 (the “New Notes”) (the “Exchange Offer”), we supplementally confirm to the Staff that the Company is registering the Exchange
Offer in reliance on the Staff’s position enunciated in the Exxon Capital Holdings Corporation SEC no-action letter (available May 13, 1988), the Morgan Stanley & Co. SEC no-action letter (available June 5, 1991) and the Shearman
& Sterling SEC no-action letter (available July 2, 1993).
We represent to the Staff that:
(i) The Company has not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person
participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In
this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of participating in a
distribution of the New Notes to be acquired in the Exchange Offer, such person (i) could not rely on the Staff position enunciated in its no-action letters and interpretive letters of similar effect and (ii) must comply with registration and
prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a 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.
(ii) The Company will also make each person participating in the Exchange Offer aware that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading
activities may participate in the Exchange Offer so long as the broker-dealer has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the New Notes.
(iii) The Company will also make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a
result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes in the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of such New Notes.
(iv) The Company will include in the transmittal letter or similar documentation to be executed by an exchange offeree, an acknowledgment that if the exchange offeree is a broker-dealer holding Old Notes acquired for its
own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received pursuant to the Exchange Offer.
If you have any questions or comments about the foregoing, please do not hesitate to contact the undersigned at (317) 864-5307.
Very truly yours,
IPALCO ENTERPRISES, INC.
By:
/s/ Dustin Illyes
Name: Dustin Illyes
Title: Treasurer
cc:
Richard D. Truesdell, Jr.
Joseph S. Payne
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000