SEC Comment Letter 0000000000-23-011387 to Consumers 2023 Securitization Funding LLC (CIK 0001991774)
Consumers 2023 Securitization Funding LLC (CIK 0001991774)
Date: Oct. 18, 2023 · CIK: 0001991774 · Accession: 0000000000-23-011387
AI Filing Summary & Sentiment
File numbers found in text: 333-274648
Letter
United States securities and exchange commission logo October 18, 2023 Rejji P. Hayes Executive Vice President and Chief Financial Officer Consumers Energy Company One Energy Plaza Jackson, Michigan 49201 Re:Consumers Energy Company Consumers 2023 Securitization Funding LLC Registration Statement on Form SF-1 Filed September 22, 2023 File Nos. 333-274648 and 333-274648-01 Dear Rejji P. Hayes: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form SF-1 Form of Prospectus Security for the Bonds Pledge of Collateral, page 84 1.We note that, in addition to the securitization property, the collection account and all of its subaccounts will also secure the bonds, including all “cash, instruments, investment property or other assets on deposit therein or credited thereto … and all financial assets and securities entitlements carried therein or credited thereto.” Please confirm that none of the underlying collateral will consist of securities for purposes of Rule 190 under the Securities Act.
FirstName LastNameRejji P. Hayes Comapany NameConsumers Energy Company October 18, 2023 Page 2 FirstName LastName Rejji P. Hayes Consumers Energy Company October 18, 2023 Page 2 Part II - Information Not Required in Prospectus Item 14. Exhibits, page II-3 2.We note that throughout the registration statement you refer to the intercreditor agreement to be entered into upon or prior to the issuance of the bonds. However, your list of exhibits does not include a form of intercreditor agreement. Please file a form of intercreditor agreement as an exhibit to your registration statement. 3.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and Instruction 1 to Item 601 of Regulation S-K. Note that we may have additional comments on your registration statement following our review of any such exhibits. 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jason Weidberg at 202-551-6892 or Arthur Sandel at 202-551-3262 with any other questions. Sincerely, Division of Corporation Finance Office of Structured Finance
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United States securities and exchange commission logo
October 18, 2023
Rejji P. Hayes
Executive Vice President and Chief Financial Officer
Consumers Energy Company
One Energy Plaza
Jackson, Michigan 49201
Re:Consumers Energy Company
Consumers 2023 Securitization Funding LLC
Registration Statement on Form SF-1
Filed September 22, 2023
File Nos. 333-274648 and 333-274648-01
Dear Rejji P. Hayes:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form SF-1
Form of Prospectus
Security for the Bonds
Pledge of Collateral, page 84
1.We note that, in addition to the securitization property, the collection account and all of its
subaccounts will also secure the bonds, including all “cash, instruments, investment
property or other assets on deposit therein or credited thereto … and all financial assets
and securities entitlements carried therein or credited thereto.” Please confirm that none
of the underlying collateral will consist of securities for purposes of Rule 190 under the
Securities Act.
FirstName LastNameRejji P. Hayes
Comapany NameConsumers Energy Company
October 18, 2023 Page 2
FirstName LastName
Rejji P. Hayes
Consumers Energy Company
October 18, 2023
Page 2
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-3
2.We note that throughout the registration statement you refer to the intercreditor agreement
to be entered into upon or prior to the issuance of the bonds. However, your list of
exhibits does not include a form of intercreditor agreement. Please file a form of
intercreditor agreement as an exhibit to your registration statement.
3.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of
Regulation AB and Instruction 1 to Item 601 of Regulation S-K. Note that we may have
additional comments on your registration statement following our review of any such
exhibits.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jason Weidberg at 202-551-6892 or Arthur Sandel at 202-551-3262 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance