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McGuireWoods LLP Gateway Plaza 800 East Canal Street Richmond, VA 23219-3916 Phone: 804.775.1000 Fax: 804.775.1061 www.mcguirewoods.com |
January 26, 2024
Via EDGAR and Electronic Mail
Ms. Komul Azhar Chaudhry
Mr. Benjamin Meeks
Office of Structured Finance
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street N.E.
Washington, D.C. 20549
Re: | Virginia Electric and Power Company |
Virginia Power Fuel Securitization, LLC
Amendment No. 1 to Registration Statement on Form SF-1
Filed January 16, 2024
File Nos. 333-275727 and 333-275727-01
Dear Ms. Chaudhry and Mr. Meeks:
We are submitting this letter on behalf of our clients, Virginia Electric and Power Company (Virginia Power) and Virginia Power Fuel Securitization, LLC (the Issuing Entity and, together with Virginia Power, the Registrants), in response to an oral comment from the staff (the Staff) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the SEC) to McGuireWoods LLP on January 24, 2024 with respect to Amendment No. 1 to the Registrants above-referenced Registration Statement on Form SF-1 (the Registration Statement). We have revised the Registration Statement in response to the Staffs comment, as reflected in an Amendment No. 2 to the Registration Statement (Amendment No. 2), which we are filing via EDGAR concurrently with this letter. Amendment No. 2 also includes certain other updated information. For your convenience, we are providing to the Staff a supplemental typeset copy of Amendment No. 2 marked to indicate the changes from the Registration Statement.
In order to facilitate your review of our response, we have reproduced the Staffs comment below in bold typeface with the corresponding response of the Registrants below the comment. Terms used in this letter but not defined in this letter have the meanings given to them in Amendment No. 2. All references to page numbers and captions included in the response correspond to the Registration Statement.
Atlanta | Austin | Baltimore | Charlotte | Charlottesville | Chicago | Dallas | Houston | Jacksonville | London | Los Angeles - Century City
Los Angeles - Downtown | New York | Norfolk | Pittsburgh | Raleigh | Richmond | San Francisco | Tysons | Washington, D.C.
Ms. Chaudhry and Mr. Meeks
U. S. Securities and Exchange Commission
January 26, 2024
Page 2
Amendment No. 1 to Registration Statement on Form SF-1
The Sale Agreement
Indemnification, page 103
1. | We note that your disclosure states that [t]he seller will have a 30-day opportunity to cure upon notice from us of a material breach of a covenant but that the Purchase and Sale Agreement referenced in that sentence, which was filed as Exhibit 10.2 to Amendment No. 1, does not contain this cure right. |
We acknowledge the Staffs comment and, in response, have deleted the sentence noted in the Staffs comment, as reflected in Amendment No. 2.
* * * * *
We thank you for your assistance in this matter. Please do not hesitate to call me at (412) 667-7936 or W. Lake Taylor, Jr. at (804) 775-4325 with any questions or further comments that you may have regarding this matter or if you wish to discuss our responses to the Comment Letter.
Sincerely, |
/s/ Hannah Thompson Frank |
Hannah Thompson Frank |
cc: | Mr. Robert M. Blue (Virginia Electric and Power Company) |
Mr. Carlos M. Brown (Dominion Energy, Inc.)
Mr. Steven D. Ridge (Virginia Power Fuel Securitization, LLC)
Ms. Meredith Sanderlin Thrower (Dominion Energy Services, Inc.)
Mr. Michael Fitzpatrick, Jr. (Hunton Andrews Kurth LLP)
Mr. Adam OBrian (Hunton Andrews Kurth LLP)
Mr. David A. Rivard (McGuireWoods LLP)
Mr. W. Lake Taylor, Jr. (McGuireWoods LLP)