United States securities and exchange commission logo
October 4, 2022
Caron A. Lawhorn
Senior Vice President and Chief Financial Officer
ONE Gas, Inc.
15 East Fifth Street
Tulsa, Oklahoma 74103
Re: ONE Gas, Inc.
Kansas Gas Service
Securitization I, L.L.C.
Registration
Statement on Form SF-1
Filed September 8,
2022
File Nos.
333-267322 and 333-267322-01
Dear Caron A. Lawhorn:
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
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 securitized utility tariff property, as
measured by dollar
volume, will be delinquent as of the measurement date. Refer to Item
1101(c)(2)(iv) of
Regulation AB.
Caron A. Lawhorn
FirstName LastNameCaron A. Lawhorn
ONE Gas, Inc.
Comapany
October NameONE Gas, Inc.
4, 2022
October
Page 2 4, 2022 Page 2
FirstName LastName
Form of Prospectus
Prospectus Summary of Terms
Credit enhancement, page 12
3. We note your disclosure that "KGS may provide for other various forms
of credit
enhancement, including letters of credit, reserve accounts, surety
bonds, and other
mechanisms..." Because your filing is made on Form SF-1, the
registration statement
must be complete prior to effectiveness with the exception of
information that may be
omitted pursuant to Rule 430A. As details about forms of credit
enhancement available
for this offering do not relate to pricing information, your
prospectus must clearly identify
all credit enhancement supporting cash flows for this offering prior
to effectiveness. See
Securities Act Rule 430A and Items 1114 and 1115 of Regulation AB.
Legal Proceedings, page 141
4. We note your statement that there are no legal or governmental
proceedings pending
against the transaction parties that are material to the securitized
utility tariff bondholders.
We also note, however, your disclosure under the heading "The Trustee"
beginning on
page 96, that there are several pending legal proceedings against the
trustee in their
capacity as trustee for several asset-backed securities trusts. Please
revise your disclosure
as necessary to reconcile these statements. See Item 1117 of
Regulation AB.
Legal Matters, page 147
5. We note your disclosure that certain legal matters relating to the
issuing entity and
issuance of the securitized utility tariff bonds will be passed upon
by Baker Botts L.L.P.,
Houston, Texas and Richards, Layton & Finger, P.A., Wilmington,
Delaware, and that
certain other legal matters relating to the issuance of the
securitized utility tariff bonds
will be passed on by Anderson & Byrd, LLP, Ottawa, Kansas. However, we
only see the
legality opinion of Baker Botts listed on the exhibit list (in
addition to their tax and
constitutionality opinions, as well as a constitutionality opinion
from Husch Blackwell
LLP). Please revise to clarify what legal matters will be passed upon
by each of the law
firms, and include, to the extent required, legal opinions for each as
exhibits to your
registration statement.
Part II - Information Note Required in Prospectus
Item 14. Exhibits, page II-5
6. Please file your remaining exhibits with your next amendment. Refer to
Item 1100(f) of
Regulation AB and Instruction i 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.
Caron A. Lawhorn
ONE Gas, Inc.
October 4, 2022
Page 3
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 Kayla Roberts at 202-551-3490 or Arthur Sandel at
202-551-3262 with
any questions.
FirstName LastNameCaron A. Lawhorn Sincerely,
Comapany NameONE Gas, Inc.
Division of
Corporation Finance
October 4, 2022 Page 3 Office of Structured
Finance
FirstName LastName