SEC Comment Letter 0000000000-25-000363 to Cleco Securitization II LLC (CIK 0002047628)
Cleco Securitization II LLC (CIK 0002047628)
Date: Jan. 13, 2025 · CIK: 0002047628 · Accession: 0000000000-25-000363
AI Filing Summary & Sentiment
File numbers found in text: 333-283875
Letter
January 13, 2025 William G. Fontenot Chief Executive Officer and Manager Cleco Power LLC Cleco Securitization II LLC 2030 Donahue Ferry Road Pineville, Louisiana 71360-5226 Re:Cleco Power LLC Cleco Securitization II LLC Registration Statement on Form SF-1 Filed on December 17, 2024 File Nos. 333-283875 and 333-283875-01 Dear William G. Fontenot: 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 Cautionary Statement Regarding Forward-Looking Information , page iv 1.We note your statement at the end of page v that you undertake no obligation to update the forward-looking statements included in your prospectus to reflect subsequent events or circumstances. Please revise to clarify that you will update this information to the extent required by law. Description of the Energy Transition Bonds The Security for the Energy Transition Bonds, page 76 We note your disclosure that, in addition to the recovery property, the bonds will also be secured by "the collection account and all subaccounts of the collection account, 2.
January 13, 2025 Page 2 including the general subaccount, the capital subaccount and the excess funds subaccount and all cash, instruments, investment property or other assets on deposit therein or credited thereto from time to time or purchased with funds from the collection account and all financial assets and securities entitlements carried therein or credited thereto." Please confirm whether any of the underlying collateral will consistent of securities for purposes of Securities Act Rule 190. Part II - Information Not Required in the Prospectus Item 14. Exhibits, page II-5 3.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f) of Regulation AB and Item 601 of Regulation S-K. 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 Komul Chaudhry at 202-551-4746 or Arthur Sandel at 202-551-3262 with any other questions. Sincerely, Division of Corporation Finance Office of Structured Finance
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January 13, 2025
William G. Fontenot
Chief Executive Officer and Manager
Cleco Power LLC
Cleco Securitization II LLC
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
Re:Cleco Power LLC
Cleco Securitization II LLC
Registration Statement on Form SF-1
Filed on December 17, 2024
File Nos. 333-283875 and 333-283875-01
Dear William G. Fontenot:
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
Cautionary Statement Regarding Forward-Looking Information , page iv
1.We note your statement at the end of page v that you undertake no obligation to
update the forward-looking statements included in your prospectus to reflect
subsequent events or circumstances. Please revise to clarify that you will update this
information to the extent required by law.
Description of the Energy Transition Bonds
The Security for the Energy Transition Bonds, page 76
We note your disclosure that, in addition to the recovery property, the bonds will also
be secured by "the collection account and all subaccounts of the collection account, 2.
January 13, 2025
Page 2
including the general subaccount, the capital subaccount and the excess funds
subaccount and all cash, instruments, investment property or other assets on deposit
therein or credited thereto from time to time or purchased with funds from the
collection account and all financial assets and securities entitlements carried therein or
credited thereto." Please confirm whether any of the underlying collateral will
consistent of securities for purposes of Securities Act Rule 190.
Part II - Information Not Required in the Prospectus
Item 14. Exhibits, page II-5
3.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f)
of Regulation AB and Item 601 of Regulation S-K.
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 Komul Chaudhry at 202-551-4746 or Arthur Sandel at 202-551-3262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance