United States securities and exchange commission logo
December 18, 2023
Robert Blue
Chief Executive Officer
Virginia Electric and Power Company
120 Tredegar Street
Richmond, Virginia 23219
Re: Virginia Electric
and Power Company
Virginia Power Fuel
Securitization, LLC
Registration
Statement on Form SF-1
Filed November 22,
2023
File Nos.
333-275727 and 333-275727-01
Dear Robert Blue:
We have reviewed your
registration statement and have the following comment(s).
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
Prospectus Summary
Issuance of additional deferred fuel cost bonds under the Securitization
Statute, page 16
1. We note your disclosure
that you are not permitted under the financing order to issue, and
the Securitization
Statute does not provide for the issuance of, additional deferred fuel
cost bonds. However,
your disclosure on page 101 of your form of prospectus regarding
the covenants that the
seller will make in the sale agreement suggests that additional
deferred fuel cost
bonds or similar bonds could be issued if the rating agency condition
has been satisfied.
Please revise your form of prospectus as necessary to resolve this
apparent discrepancy or
tell us why these statements are not contradictory.
Robert Blue
FirstName LastNameRobert Blue
Virginia Electric and Power Company
Comapany18,
December NameVirginia
2023 Electric and Power Company
December
Page 2 18, 2023 Page 2
FirstName LastName
Security for the Deferred Fuel Cost Bonds
Pledge of Collateral, page 86
2. We note that, in addition to the deferred fuel cost property, the
bonds will also be secured
by "the collection account, relating to the bonds and established
under the indenture, all
subaccounts thereof and all amounts of 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.
The Sale Agreement
Covenants of the Seller, page 100
3. We note your disclosure that the seller will covenant in the sale
agreement that, so long as
any of the bonds are outstanding, the seller will not sell any
additional deferred fuel cost
property or similar property to secure another issuance of deferred
fuel cost bonds or
similar bonds unless the rating agency condition has been satisfied.
Please confirm that
any additional issuances of securities issued by the issuing entity
will be registered on
separate registration statements or exempt.
Part II - Information Not Required In Prospectus
Item 14. Exhibits, page II-2
4. 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.
5. We note your disclosure on page 61 of your form of prospectus that the
forms of the bond,
the indenture and the supplemental indenture have been filed as
exhibits to your
registration statement. However, your list of exhibits does not
include a form of the
supplemental indenture. Please confirm that the form of supplemental
indenture will be
attached as an exhibit to the form of indenture, or else file a form
of supplemental
indenture as an exhibit to your registration statement.
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.
Robert Blue
Virginia Electric and Power Company
December 18, 2023
Page 3
Please contact Komul Chaudhry at 202-551-4746 or Benjamin Meeks at
202-551-7146
with any other questions.
FirstName LastNameRobert Blue Sincerely,
Comapany NameVirginia Electric and Power Company
Division of Corporation
Finance
December 18, 2023 Page 3 Office of Structured
Finance
FirstName LastName