SEC Comment Letter 0000000000-24-012529 to SWEPCO Storm Recovery Funding LLC (CIK 0002036521)
SWEPCO Storm Recovery Funding LLC (CIK 0002036521)
Date: Nov. 12, 2024 · CIK: 0002036521 · Accession: 0000000000-24-012529
AI Filing Summary & Sentiment
File numbers found in text: 333-282250
Letter
November 12, 2024 Charles E. Zebula Chief Financial Officer Southwestern Electric Power Company 1 Riverside Plaza Columbus, Ohio 43215-2373 Julie A. Sherwood Manager SWEPCO Storm Recovery Funding LLC 428 Travis Street Shreveport, Louisiana 71101 Re:Southwestern Electric Power Company SWEPCO Storm Recovery Funding LLC Amendment No. 1 to Registration Statement on Form SF-1 Filed November 1, 2024 Amendment No. 2 to Registration Statement on Form SF-1 Filed November 5, 2024 File Nos. 333-282250 and 333-282250-01 Dear Charles E. Zebula and Julie A. Sherwood: We have reviewed your registration statement and have the following comment. 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. Amendment No. 1 to Registration Statement on Form SF-1 Exhibit 5.1. Opinion of Sidley Austin LLP with respect to legality, page 1 We note counsel's legal opinion, filed as Exhibit 5.1, is limited to the laws of the State of New York. Please have counsel revise the legal opinion, or provide a separate legal opinion, with respect to the laws of the State of Delaware and the State of Louisiana, 1.
November 12, 2024 Page 2 as counsel must consider the laws of the jurisdiction under which each registrant (the depositor, a Delaware corporation, and the issuing entity, a Louisiana limited liability company) is organized in order to provide the binding obligation opinion. Refer to Sections II.B.1.e. and II.B.3.b. of the Division of Corporation Finance Staff Legal Bulletin No. 19 (“Legality and Tax Opinions in Registered Offerings”). 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 Shalini Shah at 202-551-5942 or Arthur Sandel at 202-551-3262 with any questions. Sincerely, Division of Corporation Finance Office of Structured Finance
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November 12, 2024
Charles E. Zebula
Chief Financial Officer
Southwestern Electric Power Company
1 Riverside Plaza
Columbus, Ohio 43215-2373
Julie A. Sherwood
Manager
SWEPCO Storm Recovery Funding LLC
428 Travis Street
Shreveport, Louisiana 71101
Re:Southwestern Electric Power Company
SWEPCO Storm Recovery Funding LLC
Amendment No. 1 to Registration Statement on Form SF-1
Filed November 1, 2024
Amendment No. 2 to Registration Statement on Form SF-1
Filed November 5, 2024
File Nos. 333-282250 and 333-282250-01
Dear Charles E. Zebula and Julie A. Sherwood:
We have reviewed your registration statement and have the following comment.
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.
Amendment No. 1 to Registration Statement on Form SF-1
Exhibit 5.1. Opinion of Sidley Austin LLP with respect to legality, page 1
We note counsel's legal opinion, filed as Exhibit 5.1, is limited to the laws of the State
of New York. Please have counsel revise the legal opinion, or provide a separate legal
opinion, with respect to the laws of the State of Delaware and the State of Louisiana, 1.
November 12, 2024
Page 2
as counsel must consider the laws of the jurisdiction under which each registrant (the
depositor, a Delaware corporation, and the issuing entity, a Louisiana limited liability
company) is organized in order to provide the binding obligation opinion. Refer to
Sections II.B.1.e. and II.B.3.b. of the Division of Corporation Finance Staff Legal
Bulletin No. 19 (“Legality and Tax Opinions in Registered Offerings”).
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 Shalini Shah at 202-551-5942 or Arthur Sandel at 202-551-3262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance