Mail Stop 3628
February 12,
2021
J. Kevin Fletcher
Chairman, CEO, and Director
Wisconsin Electric Power Company
231 West Michigan Street
P.O. Box 2046
Milwaukee, Wisconsin 53201
Scott J. Lauber
Manager and President
WEPCo Environmental Trust Finance I, LLC
231 West Michigan Street
P.O. Box 2046
Milwaukee, Wisconsin 53201
Re: Wisconsin Electric Power Company
WEPCo Environmental Trust Finance I, LLC
Registration Statement on Form SF-1
Filed January 20, 2021
File No. 333-252252 and 333-252252-01
Dear Messrs. Fletcher and Lauber:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we
may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
J. Kevin Fletcher
Wisconsin Electric Power Company
Scott J. Lauber
WEPCo Environmental Trust Finance I, LLC
February 12, 2021
Page 2
Registration Statement on Form SF-1
General
1. We note that throughout the registration statement you refer to the
Series Supplement
to the indenture. Please explain to us why a series supplement to the
indenture is
necessary for the issuance of the securities and file a form of series
supplement as an
exhibit to your registration statement. Otherwise, please delete the
references to the
series supplement.
2. Please confirm that no more than 50% of the Environmental Control
Property, as
measured by dollar volume, will be delinquent as of the measurement
date. Refer to Item
1101(c)(2)(iv) of Regulation AB.
Form of Prospectus
Cover Page of Prospectus
3. We note on pages 104-105 that the underwriters may engage in
overallotment
transactions and other similar transactions. Please include disclosure
of this option on the
cover page of the prospectus pursuant to Item 501(b)(2) of Regulation
S-K.
Risk Factors
Changes to billing, collection and posting practices might reduce the value of
your investments
in the ETBs, page 17
4. We note your disclosure that, subject to PSCW approval, there may be
changes in billing,
collection and posting practices that might make it more difficult
for the Servicer to
collect the Environmental Control Charges and adversely affect the value
of your
investment in the ETBs. We also note your disclosure on page 83,
however, that True-
Up Adjustments to the Environmental Control Charges will be made to
ensure that the
aggregate Environmental Control Charges billed for the applicable period
will result in
Environmental Control Charge collections that are sufficient to meet the
periodic revenue
requirement. Please revise your prospectus as necessary to clarify
how changes to
billing, collection and posting practices could impact the ETBs in light
of the True-Up
Adjustment process.
5. Please also tell us what ongoing information you will provide to
investors regarding
changes to servicing practices that impact bond payments and the True-Up
Adjustments
including, but not necessarily limited to, reports on Form 10-D.
J. Kevin Fletcher
Wisconsin Electric Power Company
Scott J. Lauber
WEPCo Environmental Trust Finance I, LLC
February 12, 2021
Page 3
Wisconsin Electric Power Company The Depositor, Sponsor, Seller and Initial
Servicer
Aging Receivables, page 39
6. We note your disclosure on page 40 that Wisconsin Electric may charge a
customer late
fees for late payments. Please revise where appropriate to describe when
a payment is
late and how you determine when a payment is delinquent. Refer to Item
1100(b)(5) of
Regulation AB.
Security for the ETBs
Pledge of Collateral, page 67
7. We note that, in addition to the Environmental Control Property and all
related
Environmental Control Charges, property in the collection account and
all of its
subaccounts will also secure the bonds, including cash, instruments,
investment property
or other assets on deposit therein or credited thereto from time to time
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.
Part II Information Not Required in Prospectus
Item 14. Exhibits, page II-3
8. 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.
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.
J. Kevin Fletcher
Wisconsin Electric Power Company
Scott J. Lauber
WEPCo Environmental Trust Finance I, LLC
February 12, 2021
Page 4
Please contact Kayla Roberts at (202) 551-3490 or me at (202) 551-3262
with any
questions.
Sincerely,
/s/ Arthur C. Sandel
Arthur C. Sandel
Special Counsel
Office of Structured
Finance
cc: Eric A. Koontz, Esq.
Troutman Pepper Hamilton Sanders LLP
Joshua Erickson, Esq.
WEC Energy Group Inc.