United States securities and exchange commission logo
May 12, 2022
William G. Fontenot
Manager
Cleco Securitization I LLC
505 Cleco Drive, Office Number 16
Pineville, Louisiana 71360
Re: Cleco
Securitization I LLC
Cleco Power LLC
Registration
Statement on Form SF-1
Filed April 15,
2022
File Nos.
333-264319 and 333-264319-01
Dear Mr. Fontenot:
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.
Registration Statement on Form SF-1
Cover Page
1. At the top of the cover
page to your registration statement, please include the registration
numbers for both
registrants.
Form of Prospectus
Description of the Storm Recovery Bonds
The Security for the Storm Recovery Bonds, page 69
2. We note that, in
addition to the storm recovery property, property in the collection account
and all of its
subaccounts will also secure the bonds, including all cash, securities,
William G. Fontenot
FirstName LastNameWilliam
Cleco Securitization I LLC G. Fontenot
Comapany
May NameCleco Securitization I LLC
12, 2022
May 12,
Page 2 2022 Page 2
FirstName LastName
instruments, investment property or other assets credited to or
deposited in the collection
account or any subaccount of the collection account from time to time
or purchased with
funds from the collection account, and all financial assets and
securities entitlements
carried therein or credited thereto. (emphasis added) Please revise
your prospectus to
disclose how you intend to meet your registration, disclosure and
prospectus delivery
obligations under Rule 190 with respect to such underlying securities.
Alternatively,
please provide us with your legal analysis as to why concurrent
registration of such
underlying securities is not required pursuant to Rule 190. Refer to
Section III.A.6 of
Release No. 33-8518 (Dec. 22, 2004) and Securities Act Rule 190.
How Funds in the Collection Account Will Be Allocated, page 72
3. We note your disclosure of the payments of the trustee's fees,
servicing fee, administration
fee and fees of the independent manager in your priority of payments.
Please include a
table itemizing these and any other fees and expenses to be paid or
payable out of the cash
flows from the pool assets. Refer to Item 1113(c) of Regulation AB.
4. We note your disclosure in priority #3 that the fees of the
independent manager will be in
an amount specified in an agreement between the issuing entity and the
independent
manager, but do not see this agreement referenced in your exhibit
list. Please include this
agreement as an exhibit to the registration statement.
Issuance of Additional Storm Recovery Bonds, page 75
5. We note your disclosure here and elsewhere in the prospectus regarding
the conditions of
issuance of additional storm recovery bonds by the issuing entity. We
also note that
throughout the registration statement you refer to series supplements
to the
indenture. Please confirm that additional issuances of securities
issued by the issuing
entity will be registered on separate registration statements or
exempt.
The Sale Agreement, page 91
6. We note your statement here and elsewhere in the prospectus that
summaries of certain
transaction agreements do not purport to be complete and are qualified
in their entirety by
reference to the respective agreements. As you are responsible for the
accuracy and
completeness of the information in the filing, this type of disclaimer
is not appropriate.
While disclosure may direct investors to read the entirety of the
applicable agreement for
a more complete discussion, the description of the material terms of
the applicable
agreement must be complete. Please revise accordingly here and
elsewhere in the
prospectus as necessary.
Material U.S. Federal Income Tax Consequences
Tax Consequences to U.S. Holders, page 118
7. We note your use of the term prospectus supplement on page 119.
As there is no
prospectus supplement, please revise to refer to the proper document.
William G. Fontenot
Cleco Securitization I LLC
May 12, 2022
Page 3
Ratings for the Storm Recovery Bonds, page 125
8. We note your disclosure here that the storm recovery bonds will
receive credit ratings
from at least two NRSROs. However, on page 18 of your prospectus, you
indicate you
will receive credit ratings from at least three NRSROs and, on page
32, you indicate you
will receive credit ratings from exactly three NRSROs. Please revise
as appropriate for
consistency.
Legal Matters, page 127
9. We note your disclosure that certain legal matters relating to the
registrants and the
issuance of the storm recovery bonds will be passed upon by Baker
Botts L.L.P., Houston,
Texas and Phelps Dunbar, L.L.P., New Orleans, Louisiana. However, we
only see the
legality opinion of Phelps Dunbar listed on the exhibit list (in
addition to their tax and
constitutionality opinions). Please revise to clarify what legal
matters will be passed upon
by Baker Botts, as opposed to Phelps Dunbar, and include, to the
extent required, a legal
opinion of Baker Botts as an exhibit to your registration statement.
Part II - Information Not Required in Prospectus
Item 14. Exhibits, page II-5
10. 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.
Please contact Arthur Sandel at 202-551-3262 or Rolaine Bancroft at
202-551-3313 with
any questions.
FirstName LastNameWilliam G. Fontenot Sincerely,
Comapany NameCleco Securitization I LLC
Division of
Corporation Finance
May 12, 2022 Page 3 Office of
Structured Finance
FirstName LastName