0001669374-17-000011.txt : 20170315 0001669374-17-000011.hdr.sgml : 20170315 20170315074050 ACCESSION NUMBER: 0001669374-17-000011 CONFORMED SUBMISSION TYPE: 10-D PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170301 0000037637 0000037637 FILED AS OF DATE: 20170315 DATE AS OF CHANGE: 20170315 Debt Securities FILER: COMPANY DATA: COMPANY CONFORMED NAME: Duke Energy Florida Project Finance, LLC CENTRAL INDEX KEY: 0001669374 IRS NUMBER: 810977581 FILING VALUES: FORM TYPE: 10-D SEC ACT: 1934 Act SEC FILE NUMBER: 333-209196-01 FILM NUMBER: 17689843 BUSINESS ADDRESS: STREET 1: 299 FIRST AVENUE NORTH CITY: ST. PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 704-382-3853 MAIL ADDRESS: STREET 1: 299 FIRST AVENUE NORTH CITY: ST. PETERSBURG STATE: FL ZIP: 33701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE ENERGY FLORIDA, LLC. CENTRAL INDEX KEY: 0000037637 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590247770 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-D SEC ACT: 1934 Act SEC FILE NUMBER: 001-03274 FILM NUMBER: 17689844 BUSINESS ADDRESS: STREET 1: 100 CENTRAL AVENUE CITY: ST. PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 7278205151 MAIL ADDRESS: STREET 1: 100 CENTRAL AVENUE CITY: ST. PETERSBURG STATE: FL ZIP: 33701 FORMER COMPANY: FORMER CONFORMED NAME: DUKE ENERGY FLORIDA, INC. DATE OF NAME CHANGE: 20130514 FORMER COMPANY: FORMER CONFORMED NAME: FLORIDA POWER CORP DATE OF NAME CHANGE: 20060629 FORMER COMPANY: FORMER CONFORMED NAME: FLORIDA POWER CORP / DATE OF NAME CHANGE: 19950829 10-D 1 defpf-20170301x10d.htm FORM 10-D Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-D
ASSET-BACKED ISSUER
DISTRIBUTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the semi-annual distribution period from
Issuance to February 28, 2017

Commission File Number
 
Registrant; State of Incorporation; Address; and Telephone Number
 
IRS Employer Identification No.
333-209196-01
 
DUKE ENERGY FLORIDA PROJECT FINANCE, LLC
 
81-0977581
 
 
(Delaware)
 
 
 
 
299 First Avenue North, St. Petersburg, Florida 33701
 
 
 
 
704-382-3853
 
 
 
 
 
 
 
1-03274
 
DUKE ENERGY FLORIDA, LLC
 
59-0247770
 
 
(Depositor and Sponsor)
 
 
 
 
(Florida)
 
 
 
 
299 First Avenue North, St. Petersburg, Florida 33701
 
 
 
 
704-382-3853
 
 
Registered/reporting pursuant to (check one)
 
 
 
 
 
 
 
 
Name of exchange
Title of class
 
Section 12(b)
 
Section 12(g)
 
Section 15(d)
 
(If Section 12(b))
Series A 2018 Senior Secured Bonds
 
o
 
o
 
þ
 
 
Series A 2021 Senior Secured Bonds
 
o
 
o
 
þ
 
 
Series A 2026 Senior Secured Bonds
 
o
 
o
 
þ
 
 
Series A 2032 Senior Secured Bonds
 
o
 
o
 
þ
 
 
Series A 2035 Senior Secured Bonds
 
o
 
o
 
þ
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o





PART I – DISTRIBUTION INFORMATION
Item 1. Distribution and Pool Performance Information.
The response to Item 1 is set forth in part herein and in part in Exhibit 99.1.
The record date for distributions described in Exhibit 99.1 is February 28, 2017.
Introductory and explanatory information regarding the material terms, parties, and distributions described in Exhibit 99.1 is included in the Prospectus dated June 15, 2016, of Duke Energy Florida Project Finance, LLC (Issuing Entity) relating to the Series A Senior Secured Bonds (Bonds) filed with the Securities and Exchange Commission pursuant to Rule 424(b)(1) of the Securities Act of 1933 on June 17, 2016.
As indicated in Exhibit 99.1, all required interest and scheduled principal payments on the Bonds have been made with respect to the March 1, 2017, distribution date.
The following Items have been omitted pursuant to General Instruction C of Form 10-D:
Item 1A. Asset-Level Information.
Item 1B. Asset Representations Reviewer and Investor Communication.
PART II – OTHER INFORMATION
Item 2. Legal Proceedings.
On February 22, 2016, a lawsuit was filed in the U.S. District Court for the Southern District of Florida on behalf of a putative class of Duke Energy Florida's and Florida Power & Light Company’s (FP&L) customers in Florida. The suit alleges the State of Florida’s nuclear power plant cost recovery statutes (NCRS) are unconstitutional and pre-empted by federal law. Plaintiffs claim they are entitled to repayment of all money paid by customers of Duke Energy Florida and FP&L as a result of the NCRS, as well as an injunction against any future charges under those statutes. The constitutionality of the NCRS has been challenged unsuccessfully in a number of prior cases on alternative grounds. Duke Energy Florida and FP&L filed motions to dismiss the complaint on May 5, 2016. On September 21, 2016, the Court granted the motions to dismiss with prejudice. Plaintiffs filed a motion for reconsideration, which was denied. On January 4, 2017, plaintiffs filed a notice of appeal. Duke Energy Florida cannot predict the outcome of this appeal. Even if all of the plaintiffs' requests for relief in this lawsuit are granted, there would be no impact on nuclear asset-recovery charges imposed by Duke Energy Florida or on the bonds.
Item 3. Sale of Securities and Use of Proceeds.
None.
The following Items have been omitted pursuant to General Instruction C of Form 10-D:
Item 4. Defaults Upon Senior Securities.
Item 5. Submission of Matters to a Vote of Security Holders.
Item 6. Significant Obligors of Pool Assets.
Item 7. Change in Sponsor Interest in the Securities.
Item 8. Significant Enhancement Provider Information.
Item 9. Other Information.
None.
Item 10. Exhibits.
(a) and (b) See Exhibit Index included as the last part of this report, which is incorporated herein by reference.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
March 15, 2017
DUKE ENERGY FLORIDA PROJECT FINANCE, LLC
 
 
(Issuing Entity)
 
 
 
 
 
By: Duke Energy Florida, LLC, as Servicer
 
 
 
 
 
 
 
By:
/s/ William E. Currens Jr.
 
 
William E. Currens Jr.
 
 
Senior Vice President, Chief Accounting Officer and Controller





EXHIBIT INDEX
Exhibits filed herewithin are designated by an asterisk (*). All exhibits not so designated are incorporated by reference to a prior filing, as indicated.
Exhibit No.
 
Description
3.1
 
Certificate of Formation of Duke Energy Florida Project Finance, LLC (filed with the Registration Statement on Form SF-1 of Duke Energy Florida, LLC (File No. 333-209196) on January 29, 2016)
3.2
 
Amended and Restated Limited Liability Company Agreement of Duke Energy Project Finance, LLC dated and effective as of June 10, 2016 (Form 8-K filed June 17, 2016)
4.1
 
Indenture, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee and Securities Intermediary (Form 8-K filed June 17, 2016)
10.1
 
Nuclear Asset-Recovery Property Servicing Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC (Form 8-K filed June 22, 2016)
10.2
 
Nuclear Asset-Recovery Property Purchase and Sale Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC (Form 8-K filed June 22, 2016)
10.3
 
Administration Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC (Form 8-K filed June 22, 2016)
*99.1
 
Semi-annual Servicer’s Certificate relating to the Bonds, dated February 21, 2017


EX-99.1 2 defpf-20170301xexhibit991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1

SEMI-ANNUAL SERVICER’S CERTIFICATE
Pursuant to Section 4.01(c)(ii) of the Nuclear Asset-Recovery Property Servicing Agreement, dated as of June 22, 2016 (Servicing Agreement), by and between DUKE ENERGY FLORIDA, LLC, as servicer (Servicer), and Duke Energy Florida Project Finance, LLC, the Servicer does hereby certify, for the March 1, 2017, Payment Date (Current Payment Date), as follows:
Capitalized terms used but not defined herein have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement or the Indenture, as the context indicates.
Collection Periods: Issuance to February 28, 2017
Payment Date: March 1, 2017
1.
Collections Allocable and Aggregate Amounts Available for the Current Payment Date:
i.
Remittances for the
July 2016
Collection Period
$
1,897,418

ii.
Remittances for the
August 2016
Collection Period
10,102,941

iii.
Remittances for the
September 2016
Collection Period
10,349,761

iv..
Remittances for the
October 2016
Collection Period
8,243,612

v.
Remittances for the
November 2016
Collection Period
9,792,938

vi.
Remittances for the
December 2016
Collection Period
5,798,933

vii.
Remittances for the
January 2017
Collection Period
6,675,298

viii.
Remittances for the
February 2017
Collection Period
6,633,092

ix.
Investment Earnings on Capital Subaccount
8,457

x.
Investment Earnings on Excess Funds Subaccount

xi.
Investment Earnings on General Subaccount
49,505

xii.
General Subaccount Balance (sum of i through xi above)
$
59,551,955

xiii.
Excess Funds Subaccount Balance as of prior Payment Date

xiv.
Capital Subaccount Balance as of prior Payment Date
6,471,450

xv.
Collection Account Balance (sum of xii through xiv above)
$
66,023,405


2.     Outstanding Amounts of as of prior Payment Date:
i.
Series A
2018
 
Outstanding Amount
$
183,000,000

ii.
Series A
2021
 
Outstanding Amount
150,000,000

iii.
Series A
2026
 
Outstanding Amount
436,000,000

iv.
Series A
2032
 
Outstanding Amount
250,000,000

v.
Series A
2035
 
Outstanding Amount
275,290,000

vi.
Aggregate Outstanding Amount of all Series A Bonds
$
1,294,290,000

3.     Required Funding/Payments as of Current Payment Date:
 
Principal
 
 
 
Principal Due
i.
Series A
2018
 
 
$
35,700,000

ii.
Series A
2021
 
 

iii.
Series A
2026
 
 

iv.
Series A
2032
 
 

v.
Series A
2035
 
 

vi.
All Series A Bonds
$
35,700,000




Exhibit 99.1

 
Interest
 
 
 
 
 
 
 
 
 
 
 
WAL
 
 
 
Interest Rate
 
Days in Interest Period
 
Principal Balance
 
Interest Due
v.
Series A
2018
 
 
1.196
%
 
249

 
$
183,000,000

 
$
1,513,837

vi.
Series A
2021
 
 
1.731
%
 
249

 
150,000,000

 
1,795,913

vii.
Series A
2026
 
 
2.538
%
 
249

 
436,000,000

 
7,653,762

viii.
Series A
2032
 
 
2.858
%
 
249

 
250,000,000

 
4,941,958

ix.
Series A
2035
 
 
3.112
%
 
249

 
275,290,000

 
5,925,525

 
 
 
 
 
 
 
 
 
 
 
 
x.
All Series A Bonds
 
$
21,830,995

 
 
 
 
 
 
 
 
 
Required Level
 
Funding Required
xi.
Capital Account
 
 
 
 
 
$
6,471,450.00

 
$

4.     Allocation of Remittances as of Current Payment Date Pursuant to 8.02(e) of Indenture:
i.
Trustee Fees and Expenses; Indemnity Amounts
$

ii.
Servicing Fee
447,609

iii.
Administration Fee
34,583

iv.
Operating Expenses
40,958

 
 
 
 
 
 
 
 
Series A Bonds
Aggregate
Per $1,000 of Original Principal Amount
 
v.
Semi-Annual Interest (including any past-due for prior periods)
 
$
21,830,995

1.
Series A
2018
 
 
$
1,513,837

$
8.27

 
2.
Series A
2021
 
 
1,795,913

11.97

 
3.
Series A
2026
 
 
7,653,762

17.55

 
4.
Series A
2032
 
 
4,941,958

19.77

 
5.
Series A
2035
 
 
5,925,525

21.52

 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
vi.
Principal Due and Payable as a Result of an Event of Default or on Final Maturity Date
$

1.
Series A
2018
 
 
$

$

 
2.
Series A
2021
 
 


 
3.
Series A
2026
 
 


 
4.
Series A
2032
 
 


 
5.
Series A
2035
 
 


 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
vii.
Semi-Annual Principal
$
35,700,000

1.
Series A
2018
 
 
$
35,700,000

$
195.08

 
2.
Series A
2021
 
 

 
 
3.
Series A
2026
 
 

 
 
4.
Series A
2032
 
 

 
 
5.
Series A
2035
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
viii.
Other unpaid Operating Expenses
$

ix.
Funding of Capital Subaccount (to required level)

x.
Capital Subaccount Return to Duke Energy Florida
139,296

xi.
Deposit to Excess Funds Subaccount
1,358,514

xii.
Released to Issuer upon Retirement of all Series Bonds

xiii.
Aggregate Remittances as of Current Payment Date
$
59,551,955




Exhibit 99.1

5.
Outstanding Amount and Collection Account Balance as of Current Payment Date (after giving effect to payments to be made on such Payment Date):
i.
Series A
2018
 
 
$
147,300,000

ii.
Series A
2021
 
 
150,000,000

iii.
Series A
2026
 
 
436,000,000

iv.
Series A
2032
 
 
250,000,000

v.
Series A
2035
 
 
275,290,000

vi.
Aggregate Outstanding Amount of all Series A Bonds
$
1,258,590,000

vii.
Excess Funds Subaccount Balance
1,358,513

viii.
Capital Subaccount Balances
6,471,450

ix.
Aggregate Collection Account Balance
$
7,829,963

6.    Subaccount Withdrawals as of Current Payment Date (if applicable, pursuant to Section 8.02(e) of Indenture):
i.
Excess Funds Subaccount
 
 
$

ii.
Capital Subaccount
 
 

iii.
Total Withdrawals
 
 
$

7.    Shortfalls in Interest and Principal Payments as of Current Payment Date:
i.
Semi-annual Interest
 
 
 
Series A
2018
 
 
$

 
Series A
2021
 
 

 
Series A
2026
 
 

 
Series A
2032
 
 

 
Series A
2035
 
 

 
Total
 
 
 
$

ii.
Semi-annual Principal
 
 
Series A
2018
 
 
$

 
Series A
2021
 
 

 
Series A
2026
 
 

 
Series A
2032
 
 

 
Series A
2035
 
 

 
Total
 
 
 
$

8.    Shortfalls in Payment of Return on Invested Capital as of Current Payment Date:
i.
Return on Invested Capital
$

9.    Shortfalls in Required Subaccount Levels as of Current Payment Date:
i.
Capital Subaccount
$




Exhibit 99.1

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Semi-Annual Servicer’s Certificate.
Date:
February 21, 2017
DUKE ENERGY FLORIDA, LLC,
 
 
as Servicer
 
 
 
 
 
 
 
By:
/s/ David Doss
 
 
David Doss
 
 
Director, Electric Utilities and Infrastructure