0001140361-20-013263.txt : 20200709 0001140361-20-013263.hdr.sgml : 20200709 20200608114800 ACCESSION NUMBER: 0001140361-20-013263 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cleco Corporate Holdings LLC CENTRAL INDEX KEY: 0001089819 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 721445282 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2030 DONAHUE FERRY ROAD CITY: PINEVILLE STATE: LA ZIP: 71360-5226 BUSINESS PHONE: 3184847400 MAIL ADDRESS: STREET 1: PO BOX 5000 CITY: PINEVILLE STATE: LA ZIP: 71361-5000 FORMER COMPANY: FORMER CONFORMED NAME: CLECO CORP DATE OF NAME CHANGE: 19990708 FORMER COMPANY: FORMER CONFORMED NAME: CLECO HOLDING CORP DATE OF NAME CHANGE: 19990630 CORRESP 1 filename1.htm
CLECO CORPORATE HOLDINGS LLC
2030 DONAHUE FERRY ROAD
PINEVILLE, LOUISIANA 71360-5226
 
June 8, 2020
 
Via EDGAR transmission
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-3561


Re:
Cleco Corporate Holdings LLC
 
Registration Statement on Form S-4
 
Filed May 28, 2020
 
File No. 333-238743

Ladies and Gentlemen:

In connection with the above referenced Registration Statement (the “Registration Statement”) relating to the registration by Cleco Corporate Holdings LLC (the “Registrant”) under the Securities Act of 1933, as amended (the “Securities Act”), of $300,000,000 aggregate principal amount of the Registrant’s 3.375% Senior Notes due 2029 (the “Exchange Notes”) to be offered by the Registrant in exchange (the “Exchange Offer”) for a like principal amount of the Registrant’s issued and outstanding 3.375% Senior Notes due 2029, the Registrant hereby confirms and represents as follows:
 
1.          The Registrant is registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) set forth in Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) and similar no-action letters (collectively, the “SEC No-Action Letters”).
 
2.          The Registrant has not entered into any arrangement or understanding with any person who will receive Exchange Notes in the Exchange Offer to distribute those Exchange Notes following completion of the Exchange Offer. The Registrant is not aware of any person that will participate in the Exchange Offer with a view to distribute the Exchange Notes.
 
3.          The Registrant will disclose to each person participating in the Exchange Offer that if such participant acquires the Exchange Notes for the purpose of distributing them, such person (a) cannot rely on the Staff’s interpretive position expressed in the SEC No-Action Letters, and (b) must comply with the registration and prospectus delivery requirements of the Securities Act, in order to resell Exchange Notes, and be identified as an underwriter in the prospectus.
 
4.          The Registrant will include in the letter of transmittal an acknowledgement to be executed by each person participating in the Exchange Offer that such participant does not intend to engage in a distribution of the Exchange Notes. In addition, the Registrant will include in the letter of transmittal an acknowledgement for each person that is a broker-dealer exchanging securities it acquired for its own account as a result of market-making activities or other trading activities that such broker-dealer will satisfy any prospectus delivery requirements in connection with any resale of Exchange Notes received pursuant to the Exchange Offer. The letter of transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 
Please contact Timothy S. Taylor at (713) 229-1184 of Baker Botts L.L.P. with any questions or comments regarding the foregoing.


 
Very truly yours,
     
 
Cleco Corporate Holdings LLC
     
 
By:
/s/ Kazi K. Hasan
   
Kazi K. Hasan
   
Chief Financial Officer

cc:
Timothy S. Taylor
 
Baker Botts L.L.P.