 | SIDLEY AUSTIN LLP 1000 LOUISIANA STREET SUITE 5900 HOUSTON, TX 77002 +1 713 495 4500 +1 713 495 7799 FAX
AMERICA • ASIA PACIFIC • EUROPE |
May 26, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Structured Finance
100 F Street, NE
Washington, D.C. 20549
| Attention: | Jason Weidberg |
Arthur Sandel |
| Re: | Atmos Energy Corporation |
Atmos Energy Kansas Securitization I, LLC |
Registration Statement on Form SF-1 |
Filed February 28, 2023 |
File Nos. 333-270078 and 333-270078-01 |
Ladies and Gentlemen:
On behalf of Atmos Energy Corporation (“Atmos Energy”) and Atmos Energy Kansas Securitization I, LLC (together with Atmos Energy, the “Registrants”), we hereby submit this letter in response to the comments received from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) by letter dated March 27, 2023, with respect to the Registrants’ above-referenced Registration Statement on Form SF-1 filed on February 28, 2023 (the “Registration Statement”). Concurrently with this letter, we are transmitting via EDGAR an amendment to the Registration Statement (including certain exhibits) (“Amendment No. 1”). For the Staff’s reference, we are also providing to the Staff by email a copy of this letter as well as both a clean copy of Amendment No. 1 and a copy marked to show all changes from the Registration Statement.
In this letter, we have recited the comment from the Staff in bold typeface and have followed the comment with the Registrants’ response in ordinary typeface.
Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
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Registration Statement on Form SF-1
Form of Prospectus
Description of the Securitized Utility Tariff Bonds
The Security for the Securitized Utility Tariff Bonds, page 68
| 1. | We note that, in addition to the securitized utility tariff property, the collection account and all of its subaccounts will also secure the bonds, including all “cash, instruments, investment property or other assets credited to or deposited in the collection account or any subaccount … and all financial assets and securities entitlements carried therein or credited thereto.” Please confirm whether any of the underlying collateral will consist of securities for purposes of Rule 190 under the Securities Act. |
Response:
The Registrants hereby confirm that none of the underlying collateral will consist of securities for purposes of Rule 190 under the Securities Act.
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-3
| 2. | 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. |
Response:
The Registrants are filing copies of the remaining exhibits with Amendment No. 1.
If you have questions regarding the foregoing responses, please contact the undersigned at (713) 495-4522.
| Sincerely, |
/s/ George J Vlahakos |
| George J Vlahakos |
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| cc: | Christopher T. Forsythe, Atmos Energy |
Ashley Burton, Atmos Energy
Robert Stephens, Sidley Austin LLP
Michael Fitzpatrick, Jr., Hunton Andrews Kurth LLP
Adam O’Brian, Hunton Andrews Kurth LLP