Cleco Power SF-1/ARegistration of securities (amended)

This prospectus is part of a registration statement filed with the Securities and Exchange Commission or SEC. This prospectus provides information about us, the storm recovery bonds and Cleco Power LLC, as depositor, sponsor and initial servicer. This prospectus describes the terms of the storm recovery bonds offered hereby. You should carefully review this prospectus, any free writing prospectus the issuing entity files with the SEC, and the information, if any, contained in the documents referenced in this prospectus under the heading “Where You Can Find More Information.”

References in this prospectus to the terms “we,” “us,” “our” or “the issuing entity” mean Cleco Securitization I LLC. References to “Cleco Power,” “the sponsor,” “the initial servicer,” “the depositor” or “the seller” mean Cleco Power LLC. References to “Cleco Holdings” mean Cleco Corporate Holdings LLC, the parent company of Cleco Power. References to “the storm recovery bonds” or “the bonds” mean our Series 2022-A Senior Secured Storm Recovery Bonds offered pursuant to this prospectus. References to “the servicer” refer to Cleco Power and any successor servicer under the servicing agreement referred to in this prospectus. References to the “Securitization Act” mean the Louisiana Electric Utility Storm Recovery Securitization Act, established by the Louisiana Legislature, providing for a financing mechanism through which electric utilities can use securitization financing for storm recovery costs, including the financing of storm recovery reserves, by issuing “storm recovery bonds.” The Securitization Act is codified at La. R.S. 45:1226-1240. Unless the context otherwise requires, the term “customer” means any existing or future Louisiana commission-jurisdictional customer who remains attached to Cleco Power’s (or its successors) electric transmission or distribution lines, and who, via such lines, receives any type of service from Cleco Power (or its successors) under rate schedules or special contracts approved by the Louisiana Public Service Commission. We also refer to the Louisiana Public Service Commission as “the Louisiana commission” or “the LPSC.” You can find a glossary of some of the other defined terms we use in this prospectus on page 134 of this prospectus.

We have included cross-references to sections in this prospectus where you can find further related discussions. You can also find references to key topics in the table of contents.

You should rely only on the information contained in this prospectus. Neither we nor any underwriter, agent, dealer, salesperson, the LPSC or Cleco Power has authorized anyone else to provide you with any different information. Neither we nor any underwriter, agent, dealer, salesperson, the LPSC or Cleco Power take any responsibility for, and can provide any assurance as to the reliability of, any different information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not offering to sell the storm recovery bonds in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is current only as of the date of this prospectus.

We expect to deliver the storm recovery bonds against payment for the storm recovery bonds on or about the date specified in the last paragraph of the cover page of this prospectus, which will be the    business day following the date of pricing of the storm recovery bonds. Since trades in the secondary market generally settle in two business days, purchasers who wish to trade storm recovery bonds on the date of pricing or the succeeding      business days will be required, by virtue of the fact that the storm recovery bonds initially will settle in T +  , to specify alternative settlement arrangements to prevent a failed settlement.

Certain statements included in this prospectus may be “forward-looking statements” within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates” and similar expressions are used to identify these forward-looking statements. Forward-looking statements are based upon assumptions about future events that may not be accurate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we and Cleco Power undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this prospectus, and, except as required by law, we undertake no obligation to update or revise any forward-looking statement, including unanticipated events, after the date of this prospectus. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

All subsequent written and oral forward-looking statements attributable to us and Cleco Power or to persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. The forward-looking statements included in this prospectus are made only as of their respective dates, and we undertake no obligation to update these statements to reflect subsequent events or circumstances.

Set forth below is a summary of the material risk factors which you should consider before deciding whether to invest in the storm recovery bonds. These risks can affect the timing or ultimate payment of the storm recovery bonds and the value of your investment in the storm recovery bonds.

The storm recovery bonds are not a charge on the full faith and credit or taxing power of the State of Louisiana or any governmental agency or instrumentality, nor will the storm recovery bonds be insured or guaranteed by Cleco Power, including in its capacity as the sponsor, depositor, seller or initial servicer, or by its parent, Cleco Holdings, any of their respective affiliates (other than us), the trustee or any other person or entity. The storm recovery bonds will be nonrecourse obligations, secured only by the collateral. Delays in payment on the storm recovery bonds might result in a reduction in the market value of the storm recovery bonds and, therefore, the value of your investment in the storm recovery bonds. Thus, you must rely for payment of the storm recovery bonds solely upon the collections of the storm recovery charges, and funds on deposit in the accounts held by the trustee. Our organizational documents restrict our right to acquire other assets unrelated to the transactions described in this prospectus. Please read “Cleco Securitization I LLC, The Issuing Entity” in this prospectus.

Neither we nor Cleco Power, nor any affiliate, successor or assignee, will indemnify you for any changes in the law, including any federal preemption or repeal or amendment of the Securitization Act, that might affect the value of the storm recovery bonds. Cleco Power will agree in the sale agreement to institute any legal or administrative action or proceeding as may be reasonably necessary to block or overturn any attempts to cause a repeal, modification or amendment of the Securitization Act that would be materially adverse to us, the trustee or the storm recovery bondholders. However, we cannot assure you that Cleco Power would be able to take this action or that any such action would be successful. Although Cleco Power or any successor assignee might be required to indemnify us if legal action based on the law in effect at the time of the issuance of the storm recovery bonds invalidates the storm recovery property, such indemnification obligations do not apply for any changes in law after the date the storm recovery bonds are issued, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment or any final and non-appealable judicial decision. Please read “The Sale Agreement—Cleco Power’s Covenants” in this prospectus.

The storm recovery property is the creation of the Securitization Act and the financing order that has been issued by the Louisiana commission to Cleco Power pursuant to the Securitization Act. The Securitization Act was enacted in May 2006. There is uncertainty associated with investing in bonds payable from an asset that depends for its existence on legislation because there is limited judicial or regulatory experience implementing and interpreting the legislation. The Securitization Act or any financing order or any provisions thereof might be directly contested in courts or otherwise become the subject of litigation. Because the storm recovery property is a creation of the Securitization Act and the financing order, any judicial determination affecting the validity of or interpreting the Securitization Act or the financing order, the storm recovery property or our ability to make payments on the storm recovery bonds might have an adverse effect on the value of the storm recovery bonds or cause a delay in the recovery of your investment. As of the date of this prospectus, no such litigation has arisen; however, we

Other states have passed laws with financing provisions similar to some provisions of the Securitization Act, and some of these laws have been challenged by judicial actions or utility commission proceedings. To date, none of these challenges has succeeded, but future judicial challenges might be made. An unfavorable decision regarding another state’s law would not automatically invalidate the Securitization Act or the financing order, but it might provoke a challenge to the Securitization Act or the financing order, establish a legal precedent for a successful challenge to the Securitization Act or the financing order or heighten awareness of the political and other risks of the storm recovery bonds, and in that way may limit the liquidity and value of the storm recovery bonds. Therefore, legal activity in other states may indirectly affect the value of your investment in the storm recovery bonds.

Despite their pledges in the Securitization Act and the financing order, respectively, not to take or permit certain actions that would impair the value of the storm recovery property or the storm recovery charges, the Louisiana legislature might attempt to repeal or amend the Securitization Act in a manner that limits or alters the storm recovery property so as to reduce its value. For a description of the State’s pledge, please read “The Securitization Act—Cleco Power and Other Utilities May Securitize Storm Recovery Costs and Related Financing and Ongoing Costs” in this prospectus. As of the date of this prospectus, we are not aware of any pending legislation in the Louisiana legislature, other than Senate Bill No. 352, that would affect any provisions of the Securitization Act. If adopted by the legislature and signed into law by the governor of Louisiana, Senate Bill No. 352 would amend the provisions of the Securitization Act to require the Louisiana commission to adopt a rule or order to ensure that all eligible customers of an electric or gas utility subject to the general jurisdiction of the Louisiana commission, who experience an outage of utility service for a period longer than twenty-four hours, would receive an automatic credit to their utility service bill. There can be no assurance that Senate Bill No. 352 will not become law or if it does become law, how any such automatic credit might be structured.

It might be possible for the Louisiana legislature to repeal or amend the Securitization Act notwithstanding the State’s pledge if the legislature acts in order to serve a significant and legitimate public purpose, such as protecting the public health and safety, or responding to a national or regional catastrophe or emergency affecting Cleco Power’s service territories, or if such action or inaction otherwise is in the valid exercise of the State’s police power. Similarly, it might be possible for the Louisiana commission to repeal or amend the financing order notwithstanding the Louisiana commission’s pledge, if it acts in order to serve a significant and legitimate public purpose. Any such action, as well as the costly and time-consuming litigation that likely would ensue, might adversely affect the price and liquidity, the dates of payment of interest and principal and the weighted average lives of the storm recovery bonds. Moreover, the outcome of any litigation cannot be predicted. Accordingly, you might incur a loss on or delay in recovery of your investment in the storm recovery bonds.

Except as described in “The Sale Agreement—Cleco Power's Obligation to Indemnify Us and the Trustee and to Take Legal Action” in this prospectus, neither we, Cleco Power, nor any of its successors, assignees or affiliates will indemnify you for any change in law, including any amendment or repeal of the Securitization Act, that might affect the value of the storm recovery bonds.

If an action of the Louisiana legislature or the Louisiana commission adversely affecting the storm recovery property or the ability to collect storm recovery charges were considered a “taking” under the United States or Louisiana Constitutions, the State of Louisiana might be obligated to pay compensation in an amount equal to the estimated value of the storm recovery property at the time of the taking. However, even in that event, there is no assurance that any amount provided as compensation would be sufficient for you to recover fully your investment in the storm recovery bonds or to offset interest lost pending such recovery.

Nothing in the State’s or Louisiana commission’s pledge precludes any limitation or alteration of the Securitization Act or the financing order if full compensation is made by law for the full protection of the storm recovery charges

Unlike the citizens of some other states, the citizens of the State of Louisiana currently do not have the constitutional right to adopt or revise state laws by initiative or referendum. Thus, absent an amendment to the Louisiana Constitution, the Securitization Act cannot be amended or repealed by direct action of the electorate of the State of Louisiana.

The enforcement of any rights against the State of Louisiana or the Louisiana commission under their respective pledges may be subject to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against state and local governmental entities in Louisiana. These limitations might include, for example, the necessity to exhaust administrative remedies prior to bringing suit in a court, or limitations on type and locations of courts in which the State of Louisiana or the Louisiana commission may be sued, or limitations on awards or collection of damages.

The Securitization Act provides that for a financing order issued to create storm recovery property, the financing order must provide that the financing order is irrevocable and that the Louisiana commission may not directly or indirectly, by any subsequent action, rescind or amend a financing order or reduce, alter or impair the storm recovery charges authorized under a financing order, except for the true-up adjustments to the storm recovery charges. In addition, pursuant to its constitutional plenary authority and the Securitization Act, the Louisiana commission had pledged in the financing order that it will not amend, modify, or rescind the financing order by any subsequent action or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges. However, the Louisiana commission retains the power to adopt, revise or rescind rules or regulations affecting Cleco Power or a successor utility. The Louisiana commission also retains the power to interpret the financing order granted to Cleco Power, and in that capacity might be called upon to rule on the meanings of provisions of the financing order that might need further elaboration. Any new or amended regulations or orders from the Louisiana commission might adversely affect the ability of the servicer to disconnect customers for nonpayment, assess late fees, impose deposit requirements or collect the storm recovery charges in full and on a timely basis, which may negatively impact the rating of the storm recovery bonds or their price and, accordingly, the amortization of the storm recovery bonds and their weighted average lives.

The servicer is required to file with the Louisiana commission, on our behalf, certain periodic true-up adjustments of the storm recovery charges. The Louisiana commission is obligated under the financing order to administratively approve the requested adjustment (including, if applicable, the correction of any mathematical error in such calculations) within 15 days of the date of the request for adjustment. Please read “Cleco Power’s Financing Order—True-Ups” and “—Adjustments to Allocation of Storm Recovery Charges” in this prospectus. True-up adjustment procedures may be challenged in the future. Challenges to or delays in the true-up process might adversely affect the market perception and valuation of the storm recovery bonds. Also, any litigation might materially delay storm recovery charge collections due to delayed implementation of true-up adjustments and might result in missing payments or payment delays and lengthened weighted average life of the storm recovery bonds.

The servicer will agree in the servicing agreement to take any action or proceeding reasonably necessary to compel performance by the Louisiana commission and the State of Louisiana of any of their obligations or duties under the securitization provisions of the Securitization Act or the financing order, including any actions reasonably necessary to block or overturn any attempts to cause a repeal, or modification of, or supplement to the securitization provisions of the Securitization Act or the financing order or the rights of bondholders in the storm recovery property by executive action, legislative enactment, constitutional amendment or other means that would be adverse to the bondholders. The servicer, however, may not be able to take those actions for a number of reasons, including due to legal or regulatory restrictions, financial constraints and practical difficulties in

Louisiana law authorizes municipalities to seek to acquire portions of an electric utility’s electric distribution facilities through voluntary transactions or the power of expropriation for use as part of municipally-owned utility systems. There can be no assurance that one or more municipalities will not seek to acquire some or all of Cleco Power’s electric distribution facilities while the storm recovery bonds remain outstanding. The Securitization Act specifies that storm recovery charges approved by a financing order shall be collected by an electric utility as well as its “successors or assignees.” In the servicing agreement, Cleco Power has covenanted to assert in an appropriate forum that any municipality that acquires any portion of Cleco Power’s electric distribution facilities by expropriation, including upon the expiration of any franchise agreement, must be treated as a successor to Cleco Power under the Securitization Act and the financing order and that customers in such municipalities remain responsible for payment of storm recovery charges. However, the involved municipality might assert that it should not be treated as a successor to Cleco Power for these purposes and that its distribution customers are not responsible for payment of storm recovery charges. In any case, we cannot assure you that the storm recovery charges will be collected from customers of municipally owned utilities who were formerly customers of Cleco Power and that such an occurrence might not affect the timing or receipt of payments with respect to the storm recovery bonds.

Cleco Power, as initial servicer, will be responsible for, among other things, calculating, billing and collecting the storm recovery charges from its customers, submitting requests to the Louisiana commission to adjust these charges, monitoring the collateral for the storm recovery bonds and taking certain actions in the event of non-payment by a customer. The trustee’s receipt of collections in respect of the storm recovery charges, which will be used to make payments on the storm recovery bonds, will depend in part on the skill and diligence of the servicer in performing these functions. The systems that the servicer has in place for storm recovery charge billings and collections, together with the regulations of the Louisiana commission governing electric utilities such as Cleco Power might, in particular circumstances, cause the servicer to experience difficulty in performing these functions in a timely and completely accurate manner. If the servicer fails to make storm recovery charge collections for any reason, then the servicer’s payments to the trustee in respect of the storm recovery charges might be delayed or reduced. In that event, our payments on the storm recovery bonds might be delayed or reduced.

The storm recovery charges are generally assessed based on forecasted customer usage, i.e., kilowatt-hours of electricity consumed by customers. The amount and the rate of storm recovery charge collections will depend in part on actual electricity usage and the amount of collections and write-offs. If the servicer inaccurately forecasts electricity consumption or uses inaccurate customer delinquency or write-off data when setting or adjusting the storm recovery charges, or if the effectiveness of the adjustments is delayed for any reason, there could be a shortfall or material delay in storm recovery charge collections, which might result in missed or delayed payments of principal and interest and lengthened weighted average life of the storm recovery bonds. Please read “Cleco Power’s Financing Order—True-Ups” and “—Adjustments to Allocation of Storm Recovery Charges” in this prospectus.

Inaccurate forecasting of electricity consumption by the servicer might result from, among other things, unanticipated weather or economic conditions, resulting in less electricity consumption than forecast; general economic conditions, including the economic downturn caused by the COVID-19 pandemic being worse than

The servicer’s use of inaccurate delinquency or write-off rates might result also from, among other things, unexpected deterioration of the economy or the occurrence of a natural disaster or extreme weather, an act of terrorism, cyberattack or other catastrophic event or the unanticipated declaration of a moratorium on terminating electric service to customers in the event of such occurrences, any of which would cause greater delinquencies or write-offs than expected or force Cleco Power to grant additional payment relief to more customers, or any other change in law that makes it more difficult for Cleco Power to terminate service to nonpaying customers or that requires Cleco Power to apply more lenient credit standards in accepting customers. For example, under its emergency powers, the State legislature or the Louisiana commission could impose a moratorium on the payment of consumer bills. Beginning on March 13, 2020, and as a result of an executive order of the Louisiana commission, Cleco Power suspended the assessment of late fees, disconnections, and the utilization of collection agencies to help customers facing financial challenges related to the COVID-19 pandemic. On July 1, 2020, the LPSC issued an order ending the moratorium on disconnections effective July 16, 2020. Cleco Power resumed disconnections and late fees beginning October 1, 2020.

If Cleco Power ceases to service the storm recovery property, it might be difficult to find a successor servicer. Under the financing order, the annual servicing fee payable to a successor servicer is capped and the payment of compensation in excess of the cap is dependent upon Louisiana commission approval. Also, any successor servicer might have less experience and ability than Cleco Power and might experience difficulties in collecting storm recovery charges and determining appropriate adjustments to the storm recovery charges and billing and/or payment arrangements may change, resulting in delays or disruptions in collections. A successor servicer might charge fees that, while permitted under the financing order, are substantially higher than the fees paid to Cleco Power as the initial servicer. Although a True-Up Adjustment may be required to allow for the increase in fees, there could be a gap between the incurrence of those fees and the implementation of the True-Up Adjustment to adjust for the increase that might adversely affect distributions from the collection account. In the event of the commencement of a case by or against the servicer under the Bankruptcy Code or similar laws, we and the trustee might be prevented from effecting a transfer of servicing due to operation of the Bankruptcy Code. Any of these factors and others might delay the timing of payments and may reduce the value of your investment. Please read “The Servicing Agreement” in this prospectus.

The financing order specifies the methodology for determining the amount of the storm recovery charges we may impose. The servicer may not change this methodology without approval from the Louisiana commission. However, the servicer may set its own billing and collection arrangements with its customers, provided that these arrangements comply with the Louisiana commission’s customer safeguards. For example, to recover part of an outstanding bill, the servicer may agree to extend a customer’s payment schedule or to write-off the remaining unpaid portion of the bill, including the storm recovery charges. Also, the servicer may change billing and collection practices, which might adversely impact the timing and amount of customer payments and might reduce storm recovery charge collections, thereby limiting our ability to make scheduled payments on the storm recovery bonds. Separately, the Louisiana commission might require changes to these practices. Any changes in billing and collection practices regulations might make it more difficult for the servicer to collect the storm recovery charges and adversely affect the value of your investment in the storm recovery bonds. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Forecasting Electricity Consumption” in this prospectus.

Consumer protection measures may limit the ability of Cleco Power to collect all charges owed by consumers, including the storm recovery charges. In addition, the State legislature or the Louisiana commission may take

In addition, COVID-19 or any future pandemic may impact the ability of Cleco Power to maintain operations at the same level as it was able prior to the pandemic. For instance, a large portion of Cleco Power’s workforce, including employees of their contractors, may be unable to perform their job functions effectively due to illness, family illness, quarantine requirements, social-distancing, telework requirements and other impacts of the COVID-19 or any future pandemic. Such potential impacts may limit the ability of Cleco Power to service the storm recovery charges.

If Cleco Power, as the servicer, is billing customers for storm recovery charges, it may terminate service to the customer for non-payment of storm recovery charges pursuant to the applicable rules of the Louisiana commission. Nonetheless, the rules and regulations of the Louisiana commission, which may change from time to time, regulate and control the right to disconnect service. For example, electric utilities generally may not terminate service to a customer (i) on a holiday or weekend day, (ii) during certain extreme weather conditions or (iii) during a federal government shutdown who timely provides proof that such customer is a federal government employee whose pay is suspended. To the extent these customers do not pay for their electric service, Cleco Power will not be able to collect storm recovery charges from these customers.

In addition, Cleco Power may be limited in the future in its ability to terminate service or collect storm recovery charges. The Louisiana commission, in response to a federal mandate or otherwise, could impose restrictions on the rates Cleco Power charges to provide its services, including the inability to implement approved rates, or delay actions with respect to Cleco Power’s base rate case and filings. For example, under its emergency powers, the State legislature or the Louisiana commission could impose a moratorium on the payment of consumer bills. Beginning on March 13, 2020, and as a result of an executive order of the Louisiana commission, Cleco Power suspended the assessment of late fees, disconnections, and the utilization of collection agencies to help customers facing financial challenges related to the COVID-19 pandemic. On July 1, 2020, the LPSC issued an order ending the moratorium on disconnections effective July 16, 2020. Cleco Power resumed disconnections and late fees beginning October 1, 2020.

Cleco Power’s service territories were impacted by three hurricanes in 2020 and one in 2021, as well as two winter storms in 2021, disrupting Cleco Power’s operations and depleting its storm recovery reserve. Future storms could have similar effects. Transmission, distribution and usage of electricity could be interrupted temporarily, reducing the collections of storm recovery charges. There could be longer-lasting weather-related adverse effects on residential and commercial development and economic activity in Cleco Power’s service territories, which could cause the per-kWh storm recovery charge to be greater than expected. Legislative action adverse to the bondholders might be taken in response, and such legislation, if challenged as violative of the State of Louisiana’s or the Louisiana commission’s pledge, might be defended on the basis of public necessity. Please read “The Securitization Act—Cleco Power and Other Utilities May Securitize Storm Recovery Costs and Related Financing and Ongoing Costs—State and Louisiana Commission Pledges” and “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions—Future state action could reduce the value of your investment in the storm recovery bonds” in this prospectus.

The customers who pay the storm recovery charges are divided into customer classes. Storm recovery charges will be allocated among customer classes and assessed in accordance with the formula specified in the financing order.

A shortfall in the collections of storm recovery charges in one customer class may be corrected by making adjustments to the storm recovery charges payable by that customer class and any other customer class. If enough customers in a class fail to pay storm recovery charges or cease to be customers, the servicer might have to substantially increase the storm recovery charges for the remaining customers in that customer class and for other customer classes. These increases could lead to further unanticipated failures by the remaining customers to pay storm recovery charges, thereby increasing the risk of a shortfall in funds to pay interest and principal on the storm recovery bonds.

Under the Securitization Act and the indenture, the trustee or the storm recovery bondholders have the right to foreclose or otherwise enforce the lien on the storm recovery property securing the storm recovery bonds. However, in the event of foreclosure, there is likely to be a limited market, if any, for the storm recovery property. Therefore, foreclosure might not be a realistic or practical remedy. Moreover, although principal of the storm recovery bonds will be due and payable upon acceleration of the storm recovery bonds before maturity, storm recovery charges likely would not be accelerated and the nature of our business will result in the principal of the storm recovery bonds being paid as funds become available. If there is an acceleration of the storm recovery bonds, all outstanding tranches of the storm recovery bonds will be paid pro rata; therefore, some tranches might be paid earlier than expected and some tranches might be paid later than expected.

The servicer will be required to remit collections to the trustee on our behalf each business day based on estimated daily collections, using a weighted average balance of days outstanding on Cleco Power’s retail bills. The servicer will not segregate the storm recovery charges from the other funds it collects from customers or its general funds. The storm recovery charges will be segregated only when the servicer pays them to the trustee.

Despite this requirement, the servicer might fail to remit the full amount of the storm recovery charges to the trustee or might fail to do so on a timely basis. This failure, whether voluntary or involuntary, might materially reduce the amount of storm recovery charge collections available to make payments on the storm recovery bonds.

The Securitization Act provides that the priority of a security interest perfected in storm recovery property is not impaired by the commingling of the funds arising from storm recovery charges with any other funds of the servicer. In a bankruptcy of the servicer, however, a bankruptcy court might rule that federal bankruptcy law does not recognize our right to collections of the storm recovery charges that are commingled with other funds of the servicer as of the date of bankruptcy. If so, the collections of the storm recovery charges held by the servicer as of the date of bankruptcy would not be available to pay amounts owed on the storm recovery bonds. In this case, we would have only a general unsecured claim against the servicer for those amounts. This decision could cause material delays in payments of principal or interest, or losses, on the storm recovery bonds and could materially reduce the value of your investment in the storm recovery bonds. Please read “How a Bankruptcy May Affect Your Investment” in this prospectus.

Please read “The Securitization Act” in this prospectus. These provisions are important to maintaining payments on the storm recovery bonds in accordance with their terms during any bankruptcy of Cleco Power. In addition, the transaction has been structured with the objective of keeping us legally separate from Cleco Power and its affiliates in the event of a bankruptcy of Cleco Power or any such affiliates.

A bankruptcy court generally follows state property law on issues such as those addressed by the state law provisions described above. However, a bankruptcy court does not follow state law if it determines that the state law is contrary to a paramount federal bankruptcy policy or interest. If a bankruptcy court in a Cleco Power bankruptcy refused to enforce one or more of the state property law provisions described above, the effect of this decision on you as a beneficial owner of the storm recovery bonds might be similar to the treatment you would receive in a Cleco Power bankruptcy if the storm recovery bonds had been issued directly by Cleco Power. A decision by the bankruptcy court that, despite our separateness from Cleco Power, our assets and liabilities and those of Cleco Power should be consolidated would have a similar effect on you as a bondholder.

We have taken steps together with Cleco Power, as the seller, to reduce the risk that in the event the seller or an affiliate of the seller were to become the debtor in a bankruptcy case, a court would order that our assets and liabilities be substantively consolidated with those of Cleco Power or an affiliate. Nonetheless, these steps might not be completely effective, and thus if Cleco Power or an affiliate were to become a debtor in a bankruptcy case, a court might order that our assets and liabilities be consolidated with those of Cleco Power or such affiliate. This might cause material delays in payment of, or losses on, the storm recovery bonds and might materially reduce the value of your investment in the storm recovery bonds. For example:

The Securitization Act provides that the characterization of a transfer of storm recovery property as a sale or other absolute transfer will not be affected or impaired by treatment of the transfer as a financing for federal or state tax purposes or financial reporting purposes. We and Cleco Power will treat the transaction as a sale under applicable law, although for financial reporting and federal and state tax purposes the transaction is intended to be treated as a financing. In the event of a bankruptcy of Cleco Power, a party in interest in the bankruptcy might assert that the sale of the storm recovery property to us was a financing transaction and not a “sale or other absolute transfer” and that the treatment of the transaction for financial reporting and tax purposes as a financing and not a sale lends weight to that position. If a court were to characterize the transaction as a financing, we expect that we would, on behalf of ourselves and the trustee, be treated as a secured creditor of Cleco Power in the bankruptcy proceedings, although a court might determine that we only have an unsecured claim against Cleco Power. See “— The servicer will commingle the storm recovery charges with other revenues it collects, which might obstruct access to the storm recovery charges in case of the servicer’s bankruptcy and reduce the value of your investment in the storm recovery bonds” above. Even if we had a security interest in the storm recovery property, we would not likely have access to the related storm recovery charge collections during the bankruptcy and would be subject to the risks of a secured creditor in a bankruptcy case, including the possible bankruptcy risks described in the immediately preceding risk factor. As a result, repayment of the storm recovery bonds might be significantly delayed and a plan of reorganization in the bankruptcy might permanently modify the amount and timing of payments to us of the storm recovery charge collections and therefore the amount and timing of funds available to us to pay storm recovery bondholders.

In the event of a bankruptcy of the servicer, a party in interest might take the position that the remittance of funds prior to bankruptcy of the servicer, pursuant to the servicing agreement, constitutes a preference under bankruptcy law if the remittance of those funds was deemed to be paid on account of a preexisting debt. If a court were to hold that the remittance of funds constitutes a preference, any such remittance within 90 days of the filing of the bankruptcy petition could be avoidable, and the funds could be required to be returned to the bankruptcy estate of the servicer. To the extent that storm recovery charges have been commingled with the general funds of the servicer, the risk that a court would hold that a remittance of funds was a preference would increase. Also, if we are considered to be an “insider” of the servicer, any such remittance made within one year of the filing of the bankruptcy petition could be avoidable as well if the court were to hold that such remittance constitutes a preference. In either case, we or the trustee would merely be an unsecured creditor of the servicer. If any funds were required to be returned to the bankruptcy estate of the servicer, we would expect that the amount of any future storm recovery charges would be increased through the true-up mechanism to recover such amount, though this would not eliminate the risk of payment delays or losses on your investment in the storm recovery bonds.

If the seller were to become a debtor in a bankruptcy case, claims, including indemnity claims, by us against the seller under the sale agreement and the other documents executed in connection with the sale agreement would be unsecured claims and would be disposed of in the bankruptcy case. In addition, the bankruptcy court might estimate any contingent claims that we have against the seller and, if it determines that the contingency giving rise to these claims is unlikely to occur, estimate the claims at a lower amount. A party in interest in the bankruptcy of Cleco Power, as the seller, might challenge the enforceability of the indemnity provisions in the sale agreement. If a court were to hold that the indemnity provisions were unenforceable, we would be left with a claim for actual damages against the seller based on breach of contract principles, which would be subject to estimation and/or calculation by the court. We cannot give any assurance as to the result if any of the above-described actions or claims were made. Furthermore, we cannot give any assurance as to what percentage of their claims, if any, unsecured creditors would receive in any bankruptcy proceeding involving Cleco Power.

Upon an event of default for the storm recovery bonds under the indenture, the Securitization Act permits the trustee to enforce the security interest in the storm recovery property in accordance with the terms of the indenture. In this capacity, the trustee is permitted to request the 19th Judicial District Court of Louisiana to order the sequestration and payment to all storm recovery bondholders of all revenues arising with respect to the related storm recovery property. There can be no assurance, however, that the 19th Judicial District Court of Louisiana would issue this order after a Cleco Power bankruptcy in light of the automatic stay provisions of Section 362 of the United States Bankruptcy Code. In that event, the trustee would be required to seek an order from the bankruptcy court lifting the automatic stay to permit this action by the Louisiana court, and an order requiring an accounting and segregation of the revenues arising from the storm recovery property. There can be no assurance that a court would grant either order.

Cleco Power is obligated under the sale agreement to indemnify us and the trustee, for itself and on behalf of the storm recovery bondholders, only in specified circumstances and will not be obligated to repurchase any storm recovery property in the event of a breach of any of its representations, warranties or covenants regarding the storm recovery property. Similarly, Cleco Power is obligated under the servicing agreement to indemnify us and the trustee, for itself and on behalf of the storm recovery bondholders only in specified circumstances. Please read “The Sale Agreement” and “The Servicing Agreement” in this prospectus.

Neither the trustee nor the storm recovery bondholders will have the right to accelerate payments on the storm recovery bonds as a result of a breach under the sale agreement or servicing agreement, absent an event of default under the indenture governing the storm recovery bonds as described in “Description of the Storm Recovery Bonds—What Constitutes an Event of Default on the Storm Recovery Bonds.” Furthermore, Cleco Power might not have sufficient funds available to satisfy its indemnification obligations under these agreements, and the amount of any indemnification paid by Cleco Power might not be sufficient for you to recover all of your investment in the storm recovery bonds. In addition, if Cleco Power becomes obligated to indemnify storm recovery bondholders, the ratings on the storm recovery bonds will likely be downgraded as a result of the circumstances causing the breach and the fact that storm recovery bondholders will be unsecured creditors of Cleco Power with respect to any of these indemnification amounts. Cleco Power will not indemnify any person for any loss, damages, liability, obligation, claim, action, suit or payment resulting solely from a downgrade in the ratings on the storm recovery bonds, or for any consequential damages, including any loss of market value of the storm recovery bonds resulting from a default or a downgrade of the ratings of the storm recovery bonds. Please read “The Sale Agreement—Cleco Power’s Representations and Warranties” and “—Cleco Power’s Obligation to Indemnify Us and the Trustee and to Take Legal Action” in this prospectus.

We expect that the storm recovery bonds will receive credit ratings from at least two nationally recognized statistical rating organizations (“NRSRO”). A rating is not a recommendation to buy, sell or hold the storm recovery

Under Rule 17g-5 of the Exchange Act, NRSROs providing Cleco Power, as the sponsor, with the requisite certification will have access to all information posted on a website by Cleco Power for the purpose of determining the initial rating and monitoring the rating after the closing date in respect of the storm recovery bonds. As a result, an NRSRO other than the NRSRO hired by Cleco Power (the “hired NRSRO”) may issue ratings on the storm recovery bonds (“Unsolicited Ratings”), which may be lower, and could be significantly lower, than the ratings assigned by the hired NRSROs. The Unsolicited Ratings may be issued prior to, or after, the issuance date of the storm recovery bonds. Issuance of any Unsolicited Rating will not affect the issuance of the storm recovery bonds. Issuance of an Unsolicited Rating lower than the ratings assigned by the hired NRSRO on the storm recovery bonds might adversely affect the value of the storm recovery bonds and, for regulated entities, could affect the status of the storm recovery bonds as a legal investment or the capital treatment of the storm recovery bonds. Investors in the storm recovery bonds should consult with their legal counsel regarding the effect of the issuance of a rating by a non-hired NRSRO that is lower than the rating of a hired NRSRO. None of Cleco Power, us, the underwriters or any of their affiliates will have any obligation to inform you of any Unsolicited Ratings assigned after the date of this prospectus. In addition, if we or Cleco Power fail to make available to a non-hired NRSRO any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the storm recovery bonds, a hired NRSRO could withdraw its ratings on the storm recovery bonds, which could adversely affect the market value of the storm recovery bonds and/or limit your ability to resell the storm recovery bonds.

Although Cleco Power is not an obligor on the storm recovery bonds, a downgrading of the credit ratings on the debt of Cleco Power or Cleco Holdings might have an adverse effect on the market value of the storm recovery bonds. Credit ratings may change at any time. A NRSRO has the authority to revise or withdraw its rating based solely upon its own judgment.

Broader use of distributed generation by Cleco Power’s customers may result from customers’ changing perceptions of the merits of utilizing existing generation technology or from technological developments resulting in smaller-scale, more fuel efficient, more environmentally friendly and/or more cost effective distributed generation. Storm recovery charges, which generally are consumption-based, are applied to all existing and future Louisiana commission-jurisdictional customers who remain attached to Cleco Power’s (or its successors) electric transmission or distribution lines, and who, via such lines, receive any type service from Cleco Power (or its successors) under rate schedules or special contracts approved by the Louisiana commission. Storm recovery charges will not be imposed on customers who do not receive transmission or distribution services from Cleco Power. Any customer who self-generates or co-generates electricity will be assessed storm recovery charges based upon the total firm and standby load served by Cleco Power. Technological developments and/or more widespread use of distributed generation might allow greater numbers of customers to reduce or eliminate their payment of storm recovery charges.

The underwriters for the storm recovery bonds might assist in resales of the storm recovery bonds, but they are not required to do so. A secondary market for the storm recovery bonds might not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of the storm recovery bonds. We do not anticipate that the storm recovery bonds will be listed on any securities exchange. Please read “Plan of Distribution” in this prospectus.

The amount and the rate of collection of the storm recovery charges for the storm recovery bonds, together with the related storm recovery charge adjustments, will generally determine whether there is a delay in the scheduled repayments for any tranche of the storm recovery bond principal. If the servicer collects the storm recovery

Any new issuance of storm recovery bonds by us or another subsidiary or affiliated entity of Cleco Power may include terms and provisions that would be unique to that particular issuance. Cleco Power has covenanted in the sale agreement that the satisfaction of the rating agency condition and the execution and delivery of an intercreditor agreement are conditions precedent to the sale of additional storm recovery property or similar property consisting of nonbypassable charges payable by customers comparable to the storm recovery property to another subsidiary or affiliated entity. Please read “Sale Agreement—Covenants of the Seller” in this prospectus.

In the event a customer does not pay in full all amounts owed under any bill, including storm recovery charges, Cleco Power, as servicer, is required to allocate any resulting shortfalls in storm recovery charges ratably based on the amounts of storm recovery charges owed in respect of the storm recovery bonds, and amounts owed in respect of additional storm recovery bonds. However, if a dispute arises with respect to the allocation of such storm recovery charges or other delays occur on account of the administrative burdens of making such allocation, we cannot assure you that any new issuance of storm recovery bonds by us or another subsidiary or affiliated entity of Cleco Power would not cause reductions or delays in payment of principal and interest on your storm recovery bonds.

In addition, actions taken by the holders of one or more series of additional storm recovery bonds might conflict with the interests of the beneficial owners of the storm recovery bonds, and could result in an outcome that is materially unfavorable to you.

Cleco Power operates in an industry that requires the use of sophisticated information technology systems and network infrastructure, which control an interconnected system of generation, distribution, and transmission systems shared with third parties. Cleco Power’s continued efforts to integrate, consolidate, and streamline its operations have also resulted in increased reliance on current and recently completed projects for technology systems, including but not limited to, a customer information and billing system, automated meter reading systems, and other similar technological tools and initiatives.

Cleco Power has been subject to attempted cyberattacks from time to time, but these attacks have not had a material impact on its system or business operations. A successful physical or cyber-security intrusion may occur despite Cleco Power’s security measures or those that it requires its vendors to take, which include compliance with reliability standards and critical infrastructure protection standards. Despite the implementation of security measures, all assets and systems are potentially vulnerable to disability, failures, or unauthorized access due to physical or cyber-security intrusions caused by human error, vendor bugs, terrorist attacks, or other malicious acts. If Cleco Power’s assets or systems were to fail, be physically damaged, or be breached, and were not recovered in a timely manner, Cleco Power may be unable to perform critical business functions, including the distribution of electricity and the metering and billing of customers, all of which could materially affect Cleco Power’s ability to bill and collect storm recovery charges or otherwise service the storm recovery property.

Funds held by the trustee in the collection account will be invested in eligible investments at the written direction of the servicer. Eligible investments include money market funds having a rating from Moody’s, S&P and Fitch of “Aaa,” “AAA,” and “AAA,” respectively. Although investments in these money market funds have traditionally been viewed as highly liquid with a low probability of principal loss, illiquidity and principal losses have been

European Union (“EU”) legislation comprising Regulation (EU) 2017/2402 (as amended, the “EU Securitization Regulation”) and certain related regulatory technical standards, implementing technical standards and official guidance (together, the “European Securitization Rules”) imposes certain restrictions and obligations with regard to securitisations (as such term is defined for purposes of the EU Securitization Regulation). The European Securitization Rules are in force throughout the EU (and are expected also to be implemented in the non-EU member states of the European Economic Area).

Pursuant to the European Securitization Rules, EU Institutional Investors investing in a securitisation (as so defined) must, amongst other things, verify that (a) certain credit-granting requirements are satisfied, (b) the originator, sponsor or original lender retains on an ongoing basis a material net economic interest which, in any event, shall not be less than 5%, determined in accordance with Article 6 of the EU Securitization Regulation, and discloses that risk retention, (c) the originator, sponsor or relevant securitization special purpose entity has, where applicable, made available information as required by Article 7 of the EU Securitization Regulation and (d) they have carried out a due-diligence assessment that enables the EU Institutional Investors to assess the risks involved, considering at least (i) the risk characteristics of the securitisation position and the underlying exposures and (ii) all the structural features of the securitization that can materially impact the performance of the securitisation position. EU Institutional Investors include: (a) insurance undertakings and reinsurance undertakings as defined in Directive 2009/138/EC, as amended; (b) institutions for occupational retirement provision falling within the scope of Directive (EU) 2016/2341 (subject to certain exceptions), and certain investment managers and authorized entities appointed by such institutions; (c) alternative investment fund managers as defined in Directive 2011/61/EU which manage and/or market alternative investment funds in the EU; (d) certain internally-managed investment companies authorized in accordance with Directive 2009/65/EC, and managing companies as defined in that Directive; (e) credit institutions as defined in Regulation (EU) No 575/2013 (CRR) (and certain consolidated affiliates thereof); and (f) investment firms as defined in CRR (and certain consolidated affiliates thereof).

With respect to the United Kingdom (UK), relevant UK established or UK regulated persons (as described below) are subject to the restrictions and obligations of the EU Securitization Regulation as it forms part of UK domestic law by operation of the European Union (Withdrawal) Act 2018 (as amended, the EUWA), and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019, and as further amended from time to time, the UK Securitization Regulation. The UK Securitization Regulation, together with (a) all applicable binding technical standards made under the UK Securitization Regulation, (b) any EU regulatory technical standards or implementing technical standards relating to the EU Securitization Regulation (including such regulatory technical standards or implementing technical standards that are applicable pursuant to any transitional provisions of the EU Securitization Regulation) forming part of UK domestic law by operation of the EUWA, (c) all relevant guidance, policy statements or directions relating to the application of the UK Securitization Regulation (or any binding technical standards) published by the Financial Conduct Authority (the FCA) and/or the Prudential Regulation Authority (the PRA) (or their successors), (d) any guidelines relating to the application of the EU Securitization Regulation that are applicable in the UK, (e) any other transitional, saving or other provision relevant to the UK Securitization Regulation by virtue of the operation of the EUWA and (f) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitization Regulation, in each case, as may be further amended, supplemented or replaced, from time to time, are referred to in this prospectus as the UK Securitization Rules.

Article 5 of the UK Securitization Regulation places certain conditions on investments in a “securitisation” (as defined in the UK Securitization Regulation) by a UK Institutional Investor. UK Institutional Investors include: (a) an insurance undertaking as defined in section 417(1) of the Financial Services And Markets Act 2000 (as amended, the FSMA); (b) a reinsurance undertaking as defined in section 417(1) of the FSMA; (c) an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 that has its main administration in the UK, or a fund manager of such a scheme appointed under section 34(2) of the Pensions Act 1995 that, in respect of activity undertaken pursuant to that appointment, is authorized for the purposes of section 31 of the FSMA; (d) an

Prior to investing in (or otherwise holding an exposure to) a “securitisation position” (as defined in the UK Securitization Regulation), a UK Institutional Investor, other than the originator, sponsor or original lender (each as defined in the UK Securitization Regulation), must, among other things: (a) verify that, where the originator or original lender is established in a third country (i.e. not within the UK), the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness; (b) verify that, if established in the third country (i.e. not within the UK), the originator, sponsor or original lender retains on an ongoing basis a material net economic interest that, in any event, shall not be less than 5%, determined in accordance with Article 6 of the UK Securitization Regulation, and discloses the risk retention to the affected investors; (c) verify that, where established in a third country (i.e. not within the UK), the originator, sponsor or relevant securitization special purpose entity, where applicable, made available information that is substantially the same as that which it would have made available under Article 7 of the UK Securitization Regulation (which sets out certain transparency requirements) if it had been established in the UK and has done so with such frequency and modalities as are substantially the same as those with which it would have made information available if it had been established in the UK; and (d) carry out a due-diligence assessment that enables the UK Institutional Investors to assess the risks involved, considering at least (i) the risk characteristics of the securitisation position and the underlying exposures and (ii) all the structural features of the securitization that can materially impact the performance of the securitisation position.

We and Cleco Power do not believe that the storm recovery bonds fall within the definition of a “securitization” for purposes of the EU Securitization Regulation or the UK Securitization Regulation as there is no tranching of credit risk associated with exposures under the transactions described in this prospectus. Therefore, we and Cleco Power believe such transactions are not subject to the European Securitization Rules or the UK Securitization Rules. As such, neither we nor Cleco Power, nor any other party to the transactions described in this prospectus, intend, or are required under the transaction documents, to retain a material net economic interest in respect of such transactions, or to take, or to refrain from taking, any other action, in a manner prescribed or contemplated by the European Securitization Rules or the UK Securitization Rules. In particular, no such Person undertakes to take, or to refrain from taking, any action for purposes of compliance by any investor (or any other Person) with any requirement of the European Securitization Rules or the UK Securitization Rules to which such investor (or other Person) may be subject at any time.

However, if a competent authority were to take a contrary view and determine that the transactions described in this prospectus do constitute a securitization for purposes of the EU Securitization Regulation or the UK Securitization Regulation, then any failure by an EU Institutional Investor or a UK Institutional Investor (as applicable) to comply with any applicable European Securitization Rules or UK Securitization Rules (as applicable) with respect to an investment in the storm recovery bonds may result in the imposition of a penalty regulatory capital charge on that investment or of other regulatory sanctions and remedial measures.

Consequently, the storm recovery bonds may not be a suitable investment for EU Institutional Investors or UK Institutional Investors. As a result, the price and liquidity of the storm recovery bonds in the secondary market may be adversely affected.

Prospective investors are responsible for analyzing their own legal and regulatory position and are advised to consult with their own advisors and any relevant regulator or other authority regarding the scope, applicability and compliance requirements of the European Securitization Rules and the UK Securitization Rules, and the suitability of the storm recovery bonds for investment. Neither we nor Cleco Power, nor any other party to the transactions described in this prospectus, make any representation as to any such matter, or have any liability to any investor (or any other Person) for any non-compliance by any such Person with the European Securitization Rules, the UK Securitization Rules or any other applicable legal, regulatory or other requirements.

Pursuant to the rules of the SEC, Cleco Power, as sponsor, has performed, as described below, a review of the storm recovery property underlying the storm recovery bonds. As required by these rules, the review was designed and effected to provide reasonable assurance that disclosure regarding the storm recovery property is accurate in all material respects. Cleco Power did not engage a third party in conducting its review.

The storm recovery bonds will be secured under the indenture by the indenture’s trust estate. The principal asset of the indenture’s trust estate is the storm recovery property. The storm recovery property is a present contract right authorized and created pursuant to the securitization provisions of the Securitization Act and an irrevocable financing order. The storm recovery property includes the irrevocable right to impose, bill, charge, collect and receive nonbypassable storm recovery charges in amounts sufficient to pay scheduled principal and interest and ongoing financing costs in connection with the storm recovery bonds, but excludes the Retained Rights of Cleco Power. The storm recovery charges are payable by all existing and future Louisiana commission jurisdictional customers who remain attached to Cleco Power’s (or its successor’s) electric transmission and distribution lines and who, via such lines and subject to certain limitations specified in the securitization provisions of the Securitization Act and the financing order, receive any type of service from Cleco Power (or its successor) under rate schedules or special contracts approved by the Louisiana commission. During the twelve months ended December 31, 2021, approximately 25% of Cleco Power’s total deliveries in the Louisiana commission jurisdictional area were to industrial customers, approximately 30% were to commercial customers and approximately 43% were to residential customers. During this period, approximately 88% were to retail customers at distribution voltage and 12% were to customers at transmission voltage. During this period, the State of Louisiana and other federal, state and local governmental entities comprised approximately 2% of Cleco Power’s total retail electric revenues in the Louisiana commission jurisdictional area.

The storm recovery property is not a static pool of receivables or assets. Storm recovery charges authorized in the financing order are irrevocable and not subject to reduction, impairment, or adjustment by further action of the Louisiana commission except that storm recovery charges are subject to annual and semi-annual and other interim true-up adjustments to correct over-collections or under-collections and to provide the expected recovery of amounts sufficient to timely provide all scheduled payments of debt service and other required amounts and charges in connection with the storm recovery bonds. There is no “cap” on the level of storm recovery charges that may be imposed on consumers of electricity to meet scheduled principal of and interest on the storm recovery bonds. All revenues and collections resulting from storm recovery charges provided for in the financing order are part of the storm recovery property. The storm recovery property is described in more detail under “Description of the Storm Recovery Property” in this prospectus.

The characteristics of storm recovery property are unlike the characteristics of assets underlying mortgage and other commercial asset securitizations because storm recovery property is a creature of statute and state regulatory commission proceedings. Because the nature and characteristics of the storm recovery property and many elements of the storm recovery bonds securitization are set forth and constrained by the securitization provisions of the Securitization Act, Cleco Power, as sponsor, does not select the assets to be securitized in ways

The review by Cleco Power of the storm recovery property underlying the storm recovery bonds has involved a number of discrete steps and elements as described in more detail below. First, Cleco Power has analyzed and applied the securitization provisions of the Securitization Act’s requirements for securitization of storm recovery costs in seeking approval of the Louisiana commission for the issuance of the financing order and in its application for a financing order with respect to the characteristics of the storm recovery property to be created pursuant to the financing order. In preparing this application, Cleco Power analyzed the terms of the previous securitization it sponsored under the same securitization provisions of the Securitization Act and the practical experience gained in structuring, issuing through a special purpose entity subsidiary and servicing the storm recovery bonds issued in that prior securitization. Cleco Power worked with its counsel and its structuring agent in preparing the application for a financing order and with the Louisiana commission on the terms of the financing order. Moreover, Cleco Power worked with its counsel, its structuring agent and counsel to the underwriters in preparing the legal agreements that provide for the terms of the storm recovery bonds and the security for the storm recovery bonds. Cleco Power has analyzed economic issues and practical issues for the scheduled payment of the storm recovery bonds and reviewed its prior securitization experience in terms of impacts of economic factors, potentials for disruptions due to weather or catastrophic events and its own forecasts for customer growth as well as the historic accuracy of its prior forecasts.

In light of the unique nature of the storm recovery property, Cleco Power has taken (or prior to the offering of the storm recovery bonds, will take) the following actions in connection with its review of the storm recovery property and the preparation of the disclosure for inclusion in this prospectus describing the storm recovery property, the storm recovery bonds and the proposed securitization:

The Securitization Act defines storm recovery property as the rights and interests of an electric utility or successor or assignee of the electric utility under a financing order, including the right to impose, bill, charge, collect and receive storm recovery charges authorized in the financing order and to obtain periodic adjustments to such charges as may be provided in the financing order. The storm recovery bonds will be secured by the storm recovery property, as well as the other collateral described under “Description of the Storm Recovery Bonds—The Security for the Storm Recovery Bonds.”

A form of issuance advice letter and a form of rate schedule are attached to the financing order. We will complete and file both documents with the Louisiana commission immediately after the pricing of the storm recovery bonds. The issuance advice letter confirms to the Louisiana commission the interest rate and expected sinking fund schedule for the storm recovery bonds and sets forth the actual dollar amount of the initial storm recovery charges as described below under “Cleco Power’s Financing Order—Issuance Advice Letter.” The Louisiana commission’s review of the issuance advice letter will be limited to determining that the final structuring, terms and pricing of the storm recovery bonds are consistent with the criteria established in the financing order and that the mathematical calculations are accurate.

The rate schedule establishes the initial storm recovery charges. It also implements the procedures for periodic adjustments to the storm recovery charges, the payment of storm recovery charges and the semi-annual procedures allowing Cleco Power as servicer to reconcile the amount of storm recovery charges remittances with the periodic payment requirement.

The storm recovery charges will be payable by all existing and future Louisiana commission-jurisdictional customers who remain attached to Cleco Power’s (or its successor’s) electric transmission or distribution lines, and who, via such lines, receive any type of service from Cleco Power’s (or its successor) under rate schedules or special contracts approved by the Louisiana commission.

For purposes of billing storm recovery charges, each customer will be designated as a customer belonging to one of the storm recovery charge customer classes set forth below. Under the terms of the financing order, Cleco Power will initially allocate the storm recovery charges among the storm recovery charge customer classes as follows:

In May 2006, the Louisiana Legislature established the Louisiana Electric Utility Storm Recovery Securitization Act, providing for a financing mechanism though which electric utilities can use securitization financing for storm recovery costs, including the financing of storm recovery reserves, by issuing “storm recovery bonds.” Storm recovery bonds must be approved in a financing order issued by the Louisiana commission. This provision of Louisiana law, the Securitization Act, as amended, is codified at La. R.S. 45:1226-1240. A Louisiana electric utility subject to the jurisdiction of the Louisiana commission needs to apply to the Louisiana commission in order for a financing order under the Securitization Act to authorize the issuance of storm recovery bonds.

Cleco Power’s service territories were impacted by three hurricanes in 2020 and one in 2021: Laura on August 27, 2020, Delta on October 9, 2020, Zeta on October 28, 2020, and Ida on August 29, 2021. Additionally in 2021, Cleco Power’s service territories were impacted by two winter ice storms: Uri on February 14, and Viola on February 17. Cleco Power has already funded and paid most of the storm recovery costs relating to these storms. Cleco Power applied for a financing order under the Securitization Act, which was issued by the Louisiana commission on April 1, 2022.

Under the Securitization Act and the financing order, Cleco Power’s customers will pay storm recovery charges, which are nonbypassable charges included in their monthly charges for electric service. Storm recovery charges will fund payments of principal and interest on the storm recovery bonds, together with related financing costs. Storm recovery charges will be collected by Cleco Power, as initial servicer, or its successor, as provided for in the financing order. Storm recovery charges are required to be adjusted at least semi-annually, and more frequently as necessary, to ensure the projected recovery of amounts sufficient to provide timely payment of the scheduled principal, interest and other required amounts in connection with the storm recovery bonds during the subsequent 12-month period (or, in the case of certain quarterly true-up adjustments, the period ending on the next bond payment date).

Under the Securitization Act and the plenary power granted to the Louisiana commission under the Louisiana Constitution, the Louisiana commission may issue financing orders approving the issuance of storm recovery bonds, such as the storm recovery bonds, to recover certain costs of an electric utility, including storm recovery costs, costs associated with the issuance of storm recovery bonds and the cost of funding storm recovery reserves. A utility, its successors or a third-party assignee of a utility may issue storm recovery bonds. The Securitization Act requires the proceeds of the storm recovery bonds to be used for the purposes of recovering or financing storm recovery costs, financing costs and costs to replenish or fund storm recovery reserves, solely as determined by the Louisiana commission. The storm recovery bonds are secured by and payable from storm recovery property, which includes the right to impose, bill, charge, collect and receive storm recovery charges, to obtain periodic adjustments to such charges as provided in the financing order (but excludes the Retained Rights of Cleco Power) and all revenues, collections, claims, rights to payments, payments, money or proceeds arising from the foregoing rights and interests. The storm recovery property does not include Cleco Power’s rights to: recover prudently incurred storm recovery costs for additional Hurricane Laura related work in excess of the $1.4 million estimated amount in projected costs, to earn and recover the authorized rate of return on Cleco Power’s capital investment in us, or to receive the annual administrative fee and annual servicing fee and expenses under the contracts approved pursuant to the financing order (collectively, the “Retained Rights”). Under the financing order, the storm recovery bonds may have a legal maximum maturity of 23 years. Cleco Power’s 2022 revenue requirement order fixed a 29% transmission to 71% distribution functionalization of storm recovery costs. Under Cleco Power’s 2022 revenue requirement order, storm recovery costs generally are to be allocated to customers in the same manner as the corresponding facilities and related expenses are allocated in Cleco Power’s base rates, provided that Cleco Power’s Large Power Service customer class will be allocated none of the 71% distribution portion of the storm recovery cost revenue requirement. Storm recovery charges can be imposed only when and to the extent that storm recovery bonds are issued.

As authorized by the Securitization Act, and provided by the financing order, as of the effective date of the financing order, there was created and established for Cleco Power storm recovery property, which is a present contract right in favor of Cleco Power, its transferees and other financing parties, to impose, bill, charge, collect and receive storm recovery charges from Cleco Power’s customers.

A financing order, once effective, together with the storm recovery charges authorized in such financing order, is irrevocable and not subject to amendment or modification by the Louisiana commission, except for adjustments pursuant to the Securitization Act in order to correct over-collections or under-collections and to ensure the projected recovery of amounts sufficient to provide timely payment of debt service and all other upfront and ongoing financing costs in connection with the related storm recovery bonds. Although a financing order is irrevocable, the Securitization Act allows for applicants to apply for one or more new financing orders to provide for retiring and refunding storm recovery bonds if such retirement or refunding would result in lower storm recovery charges.

The State of Louisiana has pledged in the Securitization Act that it will not alter the provisions of the part of the Securitization Act which authorizes the Louisiana commission to create a present contract right by the issuance of a financing order, to create storm recovery property, and to make the storm recovery charges imposed by a financing order irrevocable, binding and nonbypassable charges, take or permit any action that would impair the value of the storm recovery property, or, except for adjustments discussed in “Cleco Power’s Financing Order—True-ups” and “The Servicing Agreement—Storm Recovery Charge Adjustment Process,” reduce, impair, postpone, terminate or otherwise adjust the storm recovery charges to be imposed, collected and remitted to storm recovery bondholders until the principal, interest and premium, if any, and any other charges incurred and contracts to be performed in connection with the related storm recovery bonds have been paid and performed in full. However, nothing will preclude limitation or alteration if and when full compensation is made for the full protection of the storm recovery charges collected pursuant to the financing order and the full protection of the storm recovery bondholders and any assignee or financing party. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions.”

The Louisiana commission has jurisdiction over Cleco Power pursuant to Article 4, Section 21, of the Louisiana Constitution. The plenary powers granted to the Louisiana commission under the Louisiana Constitution means that the Louisiana commission has power independent of the State legislature. Accordingly, independent from and in addition to the pledge contained in the Securitization Act, the Louisiana commission has pledged in the financing order that (i) the financing order is irrevocable until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the related financing costs, and (ii) it may not amend, modify or terminate the financing order by any subsequent action or reduce, impair, postpone, terminate, or otherwise adjust storm recovery charges approved in the financing order, provided that nothing in clause (ii) shall preclude limitation or alteration if and when full compensation is made for the full protection of the storm recovery charges collected pursuant to the financing order and the full protection of the storm recovery bondholders and any assignee or financing party. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions.”

To date, no federal or Louisiana cases addressing the repeal or amendment of securitization provisions analogous to those contained in the Securitization Act have been decided. There have been cases in which courts have applied the Contract Clause of the United States Constitution and the Contract Clause of the Louisiana Constitution to strike down legislation regarding similar matters, such as legislation reducing or eliminating taxes, public charges or other sources of revenues servicing other types of bonds issued by public instrumentalities or private issuers, or otherwise substantially impairing or eliminating the security for bonds or other indebtedness. Based upon this

Phelps Dunbar, L.L.P., subject to all of the qualifications, limitations and assumptions (including the assumption that any impairment would be “substantial”) is expected also to set forth in its opinion, that a Louisiana state court reviewing an appeal of Louisiana commission action of a legislative character would conclude that the Louisiana commission pledge (i) creates a binding contractual obligation of the State of Louisiana for purposes of the Federal Contract Clause and the Louisiana Contract Clause and (ii) provides a basis upon which the storm recovery bondholders could challenge successfully on appeal any such action by the Louisiana commission of a legislative character, including the rescission or amendment of the financing order, that such court determines violates the Louisiana commission pledge in a manner that substantially reduces, limits or impairs the value of the storm recovery property including the storm recovery charges, prior to the time that the storm recovery bonds are fully paid and discharged, unless there is a judicial finding that the Louisiana commission action clearly is exercised for a public end and is reasonably necessary to the accomplishment of that public end so as not to be arbitrary, capricious or an abuse of authority.

In addition, any action of the Louisiana legislature adversely affecting the storm recovery property or the ability to collect storm recovery charges may be considered a “taking” under the United States or Louisiana Constitutions. Phelps Dunbar, L.L.P. has advised us that it is not aware of any federal or Louisiana court cases addressing the applicability of the Takings Clause of the United States or Louisiana Constitution in a situation analogous to that which would be involved in an amendment or repeal of the Securitization Act. It is possible that a court would decline even to apply a Takings Clause analysis to a claim based on an amendment or repeal of the Securitization Act, since, for example, a court might determine that a Contract Clause analysis rather than a Takings Clause analysis should be applied. Assuming a Takings Clause analysis were applied under the United States Constitution or the Louisiana Constitution, Phelps Dunbar, L.L.P. expects to render an opinion, prior to the closing of the offering of the storm recovery bonds described in this prospectus, to the effect that under existing case law, a reviewing court of competent jurisdiction would hold, subject to all of the qualifications, limitations and assumptions set forth in its opinion, if it concludes that the storm recovery property is protected by the Takings Clause of the United States Constitution and Takings Clause of the Louisiana Constitution, that the State would be required to pay just compensation to bondholders, as determined by such court, if the State Legislature repealed or amended the Securitization Act or took any other action contravening the State Pledge, if the court determines doing so constituted a permanent appropriation of a substantial property interest of the storm recovery bondholders in the storm recovery property and deprived the storm recovery bondholders of their reasonable expectations arising from their investments in the storm recovery bonds. In examining whether action of the Louisiana legislature amounts to a regulatory taking, both federal and state courts will consider the character of the governmental action, the economic impact of the governmental action on the storm recovery bondholders, and the extent to which the governmental action interferes with distinct investment-backed expectations. There is no assurance, however, that, even if a court were to award just compensation, it would be sufficient for you to recover fully your investment in the storm recovery bonds.

In connection with the foregoing, Phelps Dunbar, L.L.P. has advised us that issues relating to the Contract and Takings Clauses of the United States and Louisiana Constitutions are essentially decided on a case-by-case basis and that the courts’ determinations, in most cases, appear to be strongly influenced by the facts and circumstances of the particular case, and has further advised us that there are no reported controlling judicial

In addition, Phelps Dunbar, L.L.P. expects to render an opinion, prior to the closing of the offering of the storm recovery bonds described in this prospectus, to the effect that under existing case law, a reviewing court of competent jurisdiction would hold that the Securitization Act is constitutional in all material respects under the United States Constitution and, subject to all of the qualifications, limitations and assumptions set forth in its opinion, that the State Pledge does not constitute an impermissible attempt to “contract away” the police power of the State of Louisiana, and will not be disregarded under the reserved powers doctrine, and that the Securitization Act is constitutional in all material respects under the Louisiana Constitution.

We and Cleco Power will file a copy of the Phelps Dunbar, L.L.P. opinion as an exhibit to an amendment to the registration statement of which this prospectus is a part, or to one of our periodic filings with the SEC.

For a discussion of risks associated with potential judicial, legislation or regulatory actions, please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions.”

The Securitization Act authorizes the Louisiana commission to provide, and the Louisiana commission has provided, in the financing order, that storm recovery charges be adjusted at least semi-annually. The purposes of these adjustments are:

The Securitization Act provides that the storm recovery charges are nonbypassable subject to the terms of the financing order. Under the financing order, “nonbypassable” means Cleco Power and any other entity providing electric transmission or distribution services are required to collect and must remit, consistent with the financing order, the nonbypassable storm recovery charges that are applied to all existing and future Louisiana commission-jurisdictional customers who remain attached to Cleco Power’s (or its successor’s) electric transmission or distribution lines, and who, via such lines, receive any type service from Cleco Power (or its successor) under rate schedules or special contracts approved by the Louisiana commission, even if the customer elects to purchase electricity from alternative electricity suppliers due to a fundamental change in the regulation of public utilities in Louisiana or due to any other reason. Any customer who self-generates or co-generates electricity will be assessed storm recovery charges based upon the total firm and standby load served by Cleco Power. Customers utilizing standby service will continue to pay a proportional share of the storm recovery charges, so that even accounts which require no energy usage on a monthly basis will pay some storm recovery charges. Any customer who completely severs interconnection with Cleco Power may become exempt from continued payment of the storm recovery charges. The Louisiana commission will ensure that such obligations are undertaken and performed by Cleco Power or any other entity providing electric transmission and distribution services, or in the event that transmission and distribution services are not provided by a single entity, by an entity providing transmission or distribution services to Cleco Power’s Louisiana commission-jurisdictional customers designated by the Louisiana commission in connection with an order relating to such split. If the retail sale and distribution of electricity in Louisiana becomes restructured so that customers may elect to receive their supply service from another provider, such selection of another provider will not allow such customers to bypass the storm recovery charge, so long as they continue to be attached to Cleco Power’s transmission or distribution lines. In the event of such restructuring, those customers who choose another provider for partial or full electricity supply requirements, but remain attached to Cleco Power transmission or distribution lines, would be assessed storm recovery charges at the highest peak demand imposed on Cleco Power’s system by demand metered customers and the highest peak consumption level of customers who are not demand metered, in each case during the twelve months immediately preceding the switch.

The Securitization Act provides that a valid and enforceable security interest in storm recovery property will attach only after the issuance of a financing order, the execution and delivery of a security agreement in connection with the issuance of the storm recovery bonds and the receipt of value for the storm recovery bonds. The security interest attaches automatically at the time when all of the foregoing conditions have been met.

Upon perfection by filing a financing statement, under Section 1231(D) of the Securitization Act and otherwise in accordance with the Louisiana Uniform Commercial Code, the security interest will be a perfected security interest in the storm recovery property and all proceeds of the storm recovery property, whether accrued or not, and will have priority in the order of perfection and take precedence over any subsequent lien creditor. The servicer pledges in the servicing agreement to file all necessary continuation statements.

The Securitization Act provides that priority of transfers of and security interests in storm recovery property will not be impaired by:

The Securitization Act provides that an electric utility’s or an assignee’s transfer of storm recovery property is a “true sale” under Louisiana law and is not a secured transaction, and that the transferor’s right, title, and interest in, to, and under the storm recovery property passes to the transferee, if the agreement governing that transfer expressly states that the transfer is a sale or other absolute transfer. Please read “The Sale Agreement” and “Risk Factors— Risks Associated with Potential Bankruptcy Proceedings of the Seller or the Servicer.”

We have filed the financing order with the SEC as an exhibit to the registration statement of which this prospectus forms a part.

The financing order provides that the true-up mechanism and all other obligations of the State of Louisiana and the Louisiana commission set forth in the financing order are direct, explicit, irrevocable and unconditional upon issuance of the storm recovery bonds, and are legally enforceable against the State of Louisiana and the Louisiana commission.

There is no “cap” on the level of storm recovery charges that may be imposed on customers to pay on a timely basis scheduled principal and interest on the storm recovery bonds. There is also no limit on how long storm recovery charges may be imposed; pursuant to the financing order, the charges will be imposed until the storm recovery bonds and all related financing costs have been paid in full.

Both the issuance advice letter and the accompanying rate schedule become effective on the date of issuance of the storm recovery bonds.

Subsequently, within one business day of receipt of the issuance advice letter, a designee of the Louisiana commission (the “designee”) shall either (a) approve the final terms, structuring and pricing of the transaction by executing a concurrence and delivering a copy to Cleco Power or (b) reject the issuance advice letter and state the reasons therefor. The designee’s review of and concurrence with the issuance advice letter will be limited to determining that (i) the final structuring, terms and pricing of the storm recovery bonds in the issuance advice letter are consistent with the criteria established in the financing order and (ii) the mathematical calculations are accurate. The designee shall approve the final issuance advice letter if he or she determines that those two standards are met and such approval will be final, irrevocable and incontestable without need of further action by the Louisiana commission. The designee’s approval by means of executing of a concurrence shall establish and evidence the binding approval by the Louisiana commission of the structuring, terms and pricing of the storm recovery bonds. A change in market conditions between the date and time of the actual pricing of the storm recovery bonds and that of the designee’s review of the issuance advice letter shall not constitute grounds for rejecting the issuance advice letter.

To the extent any storm recovery bonds remain outstanding after the scheduled final payment date of the storm recovery bonds, mandatory true-up adjustments will be made quarterly until all storm recovery bonds and associated financing costs are paid in full. In addition, the servicer may also make interim true-up adjustments more frequently at any time during the term of the storm recovery bonds:

If required by the ratings agencies to obtain the highest credit ratings, the servicing agreement may also provide for quarterly true-up adjustments as and when so required.

Any delinquencies or under-collections in one customer class will be taken into account in the true-up mechanism to adjust the storm recovery charges for all customers of Cleco Power, not just the class of customers from which the delinquency or under-collection arose.

The financing order requires the servicer to request Louisiana commission approval of an amendment to the true-up mechanism that it deems necessary or appropriate to address any material deviations between storm recovery charge collections and the periodic revenue requirement. No such change shall cause any of the then-current credit ratings of the storm recovery bonds to be suspended, withdrawn or downgraded.

The financing order provides that the true-up mechanism and all other obligations of the State of Louisiana and the Louisiana commission set forth in the financing order are direct, explicit, irrevocable and unconditional upon issuance of the storm recovery bonds, and are legally enforceable against the State of Louisiana and the Louisiana commission.

For more discussion of the true-up mechanism, see “The Servicing Agreement—Storm Recovery Charge Adjustment Process” in this prospectus.

In addition, Cleco Power has covenanted in the sale agreement that it will not sell storm recovery property or property comparable to the storm recovery property unless, among other conditions, the rating agency condition is satisfied and until it has entered into an intercreditor agreement. Please read “The Sale Agreement—Covenants of the Seller.”

From March 2008 to March 2020, Cleco Power sponsored and acted as servicer for the Katrina/Rita Securitization Bonds issued by Cleco Katrina/Rita Hurricane Recovery Funding LLC, which were issued in the original aggregate principal amount of $180.6 million. The Katrina/Rita Securitization Bonds were paid in full in March 2020. From the date of issuance of such bonds to their final maturity, Cleco Power filed on a timely basis all true-up filings required for such bonds, and the issuing entity of such bonds satisfied on a timely basis all interest payments on such bonds and made all principal payments on the such bonds in accordance with their expected amortization schedule.

Please read “Prior Experience Relating to Securitizations.” Cleco Power serviced the Katrina/Rita Securitization Bonds in accordance with servicing standards that were substantially similar to those set forth in Cleco Power’s servicing agreement with us.

The following tables show electric retail revenue, average retail customers and sales of electricity for each of Cleco Power’s customer classes for the five preceding years. There can be no assurances that the electric retail revenue, average number of retail customers and retail electricity sales, or the composition of any of the foregoing, will remain at or near the levels reflected in the following tables.

For the year ended December 31, 2021, Cleco Power’s ten largest customers based on sales represented approximately 15% of Cleco Power’s retail electricity sales. All ten customers are industrial class accounts. There are no material concentrations in the residential and commercial classes.

For all classes, excluding residential and small commercial, Cleco Power forecasts electricity consumption based on trend and reasonable expectations of future growth. Past data for lighting and municipal customers is reviewed for any trends or patterns. Once a reasonable pattern becomes apparent, Cleco Power will assume this growth remains constant through the five forecast years. For Cleco Power’s larger industrial customers, Cleco Power will use three-year historical data and forecast these customers individually. Each individual customer’s historical data is reviewed to determine the most reasonable level to set growth in sales and demand by month.

Electricity consumption of Cleco Power’s residential and small commercial classes are forecasted using econometric models. The basic process to forecast electricity consumption of the residential and small commercial classes is to first derive a customer forecast. Use-per-consumer is estimated factoring in weather data and historical usage, and it is these two forecasts that calculate sales for the residential and small commercial class.

Economic drivers for the econometric models are obtained from Woods and Poole Economics, Washington, D.C., an independent firm that specializes in long-term county economic and demographic projections. The data includes both economic and demographic data for the State of Louisiana, as well as national data for a wide variety of economic variables. Weather data is obtained from the National Oceanographic and Atmospheric Administration (NOAA) and often is obtained in the form of cooling degree days and heating degree days. Normal degree days used in forecasts are defined by NOAA and are 30-year averages updated every decade.

Once per year (typically in the fourth quarter), Cleco Power completes a five-year sales forecast where the econometric models are completely re-estimated and where individual customers are evaluated. The output of this exercise is the sales forecast that underlies Cleco Power’s annual five-year business plan. This forecast is typically the first step in a multi-stage planning process that determines the hourly demand, generation mix, and fuel cost assumptions in the business plan.

Under its emergency powers, the State legislature or the Louisiana commission could impose a moratorium on the payment of consumer bills. Beginning on March 13, 2020, and as a result of an executive order of the Louisiana commission, Cleco Power suspended the assessment of late fees, disconnections, and the utilization of collection agencies to help customers facing financial challenges related to the COVID-19 pandemic. On July 1, 2020, the LPSC issued an order ending the moratorium on disconnections effective July 16, 2020. Cleco Power resumed disconnections and late fees beginning October 1, 2020. Any such additional action could result in a shortfall or material delay in storm recovery charge collections, which in turn might result in missed or delayed payments of principal and interest, lengthened weighted average life of the storm recovery bonds and downgrade of the credit ratings on the storm recovery bonds.

Cleco Power bills its customers directly, and its current credit policies, billing process, and termination of service policies are described below. All information below pertains only to Cleco Power’s customers.

Cleco Power is required to provide electric utility service to applicants within its designated service territories once outstanding debts are cleared and any deposit requirements are met. Using information provided by the Customer Information System (CORS, Cleco Power’s Customer Order Request System), Cleco Power determines whether Cleco Power has previously provided service to an applicant. Certain accounts are secured with deposits or guarantees as a precautionary measure. The amount of the deposit for residential customers is $100.00 if property is owned by the customer and $150.00 for rental property and can be up to 2 times the maximum monthly bill. Cleco Power does not accept third party guarantors for commercial accounts. Cleco Power’s current business practices require industrial and commercial customers to provide deposits equal to two times the average monthly bill based on the location history.

Cleco Power bills its customers, on average, every 30 days. For the year ended December 31, 2021, Cleco Power mailed an average of 15,547 bills on each business day to its customers. For accounts with potential billing error exceptions, reports are generated for manual review. This review examines accounts that have abnormally high or low bills, potential meter reading errors, possible meter malfunctions and/or unbilled accounts. Louisiana commission rules require that each bill provided to customers shall include a payment due date that shall not be less than 20 days after issuance. Cleco Power’s billing system is designed to identify special tariffs and collections. Cleco Power, by order of the Louisiana commission, is required to identify various charges, including the storm recovery charge, on its customers’ bills as specific line items. Cleco Power tracks collection of various fees and tariffs to ensure that collections are aligned with their intended purpose.

The following table shows gross write-offs for electricity and gross write-offs as a percentage of total retail revenue for the past five years for Cleco Power’s customers.

The following table sets forth information relating to the delinquency experience of Cleco Power for residential, commercial, industrial and governmental customers for the past five years:

Cleco Power does not believe that the delinquency experience with respect to storm recovery charge collections will differ substantially from the approximate rates indicated above.

The following table sets forth information relating to Cleco Power’s average days sales outstanding for all electric consumers in its service territories for the past five years. Days sales outstanding is a measure of the average number of days that Cleco Power takes to collect its revenue. The average number of days for the collection of storm recovery charges relating to the storm recovery bonds is expected to be similar to Cleco Power’s revenue collection experience. The days sales outstanding numbers in the following table were generally calculated using a formula which we calculated as follows: on a billing cycle basis, the sum for all retail customers of the number of days between a bill being sent to a retail customer and such bill being paid multiplied by the amount of the bill paid by such retail customer, divided by the total amount paid by all retail customers for such billing cycle.

We are a special purpose limited liability company formed under the Louisiana Limited Liability Company Act pursuant to the limited liability company operating agreement executed by our sole member or owner, Cleco Power, and the filing of articles of organization with the Secretary of State of the State of Louisiana. We have filed our articles of organization and our limited liability company operating agreement with the SEC as exhibits to the registration statement of which this prospectus forms a part. We have summarized selected provisions of our limited liability company operating agreement below.

As of the date of this prospectus, we have not carried on any business activities and have no operating history. Our fiscal year is the calendar year. Immediately following the issuance of the storm recovery bonds, our assets will include:

The indenture provides that the storm recovery property, as well as our other assets, other than any cash released to us by the trustee semi-annually from earnings on the capital subaccount, will be pledged by us to the trustee. Pursuant to the indenture, the collected storm recovery charges remitted to the trustee by the servicer must be used to pay principal and interest on the storm recovery bonds and our other obligations specified in the indenture.

Our limited liability company operating agreement does not permit us to engage in any activities not directly related to these purposes, including issuing securities (other than the storm recovery bonds and any series of additional storm recovery bonds we may issue in the future, if any), borrowing money or making loans to other persons. The list of permitted activities set forth in our limited liability company operating agreement may not be

On the date of issuance of the storm recovery bonds, Cleco Power will sell the storm recovery property to us pursuant to the sale agreement between us and Cleco Power. Pursuant to the servicing agreement between us and Cleco Power, Cleco Power will serve as the initial servicer of the storm recovery property. We will pay Cleco Power fixed fees for performing these services. Pursuant to an administration agreement between us and Cleco Power, Cleco Power will provide administrative services to us, for which we will also pay Cleco Power a fixed fee for performing these services.

Pursuant to our limited liability company operating agreement, our affairs will be managed by managers, whom we refer to in this prospectus as our “managers.” Cleco Power will appoint our managers from time to time or, in the event Cleco Power transfers its interest in us, the new owner or owners will appoint our managers. Prior to the issuance of the storm recovery bonds, and thereafter at all times until the storm recovery bonds are paid in full we will have at least one independent manager who, among other things, is not and has not been for at least five years prior to the date of his or her appointment:

The managers (other than the independent manager) will be employees or officers of Cleco Power. The managers will devote the time necessary to conduct our affairs. Cleco Power, as our sole member, will appoint the independent manager prior to the issuance of the storm recovery bonds. Kevin P. Burns is expected to be appointed as the independent manager. In connection with this appointment, we, Mr. Burns, his employer, and Cleco Power entered into a services and indemnity agreement.

None of our managers has been involved in any legal proceedings which are specified in Item 401(f) of the SEC’s Regulation S-K.

As of the date of this prospectus, we have not paid any compensation to any manager since the date we were formed. We will not compensate our managers, other than our independent manager, for their services performed on our behalf. The independent manager will be paid a manager’s fee from our assets. In the event that one or more series of additional storm recovery bonds is issued by us in the future, the administration fees, independent manager fees and other operating expenses payable by us on a payment date will be assessed to each such series of storm recovery bonds on a pro rata basis, based upon the respective outstanding principal amounts of each series.

Our limited liability company operating agreement provides that to the extent permitted by law, our managers will not be liable for our debts, obligations or liabilities.

Under our limited liability company operating agreement, we indemnify our managers to the fullest extent permitted by law against expenses incurred by them in connection with an action, suit or proceeding if they acted in good faith and in a manner in which they reasonably believed to be in or not opposed to our best interests, except for such judgments, penalties, fines or other expenses that were directly caused by their fraud, gross negligence or willful misconduct.

Under our limited liability company operating agreement, we may not file a voluntary petition for relief under the Bankruptcy Code without prior unanimous consent of our managers (including our independent manager). Cleco

Our principal place of business is 505 Cleco Drive, Office Number 16, Pineville, Louisiana 71360, and our telephone number at such address is (318) 484-4183.

Cleco Power will, pursuant to an administration agreement between Cleco Power and us, provide administrative services to us, including services relating to the preparation of financial statements, required filings with the SEC, any tax returns we might be required to file under applicable law, qualifications to do business, and minutes of our managers’ meetings. We will pay Cleco Power a fixed fee of $100,000 per annum, which shall be prorated based on the fraction of a calendar year during which Cleco Power provides any of the services set forth in the administration agreement, on each payment date for performing these services, plus we will reimburse Cleco Power for all costs and expenses for services performed by unaffiliated third parties and actually incurred by Cleco Power in performing such services. In the event that one or more series of additional storm recovery bonds is issued by us in the future, we may amend the administration agreement between Cleco Power and us such that Cleco Power will provide administrative services to us with respect to any additional storm recovery bonds issued in connection with an additional financing order. In connection with any such amendments to the administration agreement, we will pay Cleco Power a fixed fee that will be paid pro rata as between the storm recovery bonds and any such additional series of storm recovery bonds issued in connection with an additional financing order.

The storm recovery bonds are the second issuance of storm recovery bonds Cleco Power has sponsored that are secured by storm recovery property created under the Securitization Act. The prior issuance of storm recovery bonds was made in March 2008, by Cleco Katrina/Rita Hurricane Recovery Funding LLC, a special purpose, wholly owned subsidiary of Cleco Power. The storm recovery property securitized in the prior transaction by Cleco Power enabled Cleco Power to recover its costs of capital associated with the two worst natural disasters ever to strike its system to that date, Hurricanes Katrina and Rita. The statutory framework with respect to the right to recover costs and regarding securitization are the same here as they were in the prior securitization. The Katrina/Rita Securitization Bonds were repaid in full in March 2020. Final interest and principal payments on the Katrina/Rita Securitization Bonds were paid on a timely basis, with all payments of principal made in accordance with the expected amortization schedules.

Cleco Power will be the initial servicer of the storm recovery bonds. Beginning on the first day of the first billing cycle of the revenue month for Cleco Power that begins at least forty-five (45) days after the date we issue the storm recovery bonds (which date shall not occur prior to the third business day after pricing of the storm recovery bonds), the initial storm recovery charges listed in the table below will be imposed on Cleco Power’s customers in each storm recovery charge customer class at the applicable rate for the class determined pursuant to the financing order. These storm recovery charges may be adjusted semi-annually, or more frequently under certain circumstances, by the servicer in accordance with its filings with the Louisiana commission. Please read “Cleco Power’s Financing Order” in this prospectus.

During the twelve months ended December 31, 2021, approximately 25% of Cleco Power’s total deliveries (based on MWh) were to industrial customers (includes General Non-Demand, General Secondary, General Primary, Large Power, Standby Power Subscription, Standby Power Back-up and Standby Power Maintenance customer classes noted above), approximately 30% were to commercial customers (includes General Non-Demand, General Secondary, General Primary, School & Church Non-Demand and School & Church Demand customer classes noted above) and approximately 43% were to residential customers.

We have summarized selected provisions of the indenture and the storm recovery bonds below. This summary is subject to the terms and provisions of the indenture and the series supplement for the storm recovery bonds, forms of which we have filed with the SEC as an exhibit to the registration statement of which this prospectus forms a part. You should carefully read the summary below and the terms and provisions of the indenture that may be important to you before investing in the storm recovery bonds. Please read “Where You Can Find More Information” in this prospectus.

The storm recovery bonds are not a debt, liability or other obligation of the State of Louisiana, the Louisiana commission or of any other political subdivision, governmental agency, authority or instrumentality of the State of Louisiana and do not represent an interest in or legal obligation of Cleco Holdings, Cleco Power or any of their affiliates, other than us. None of Cleco Holdings, Cleco Power or any of their affiliates will guarantee or insure the storm recovery bonds. The financing order authorizing the issuance of the storm recovery bonds does not constitute a pledge of the full faith and credit of the State of Louisiana, the Louisiana commission or of any other political subdivision of the State. The issuance of the storm recovery bonds under the Securitization Act will not directly, indirectly or contingently obligate the State of Louisiana, the Louisiana commission or any other political subdivision of the State to levy or to pledge any form of taxation for the storm recovery bonds or to make any appropriation for their payment.

We will issue the storm recovery bonds and secure their payment under an indenture that we will enter into with the Trustee. We will issue the storm recovery bonds in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof, except that we may issue one bond in each tranche in a smaller denomination. The initial principal amount, scheduled final payment date, final maturity date and interest rate for each tranche of the storm recovery bonds are stated in the table below. In no event shall the scheduled final payment date for any tranche of the storm recovery bonds exceed 21 years from the date of issuance of the storm recovery bonds. The legal final maturity of any tranche of the storm recovery bonds shall not exceed 23 years from the date of issuance of the storm recovery bonds.

The scheduled final payment date for each tranche of the storm recovery bonds is the date when the outstanding principal balance of that tranche will be reduced to zero if we make payments according to the expected amortization schedule for that tranche. The final maturity date for each tranche of storm recovery bonds is the date when we are required to pay the entire remaining unpaid principal balance, if any, of all outstanding bonds of that tranche. The failure to pay principal of any tranche of storm recovery bonds by the final maturity date for that tranche is an event of default for the storm recovery bonds, but the failure to pay principal of any tranche of bonds by the respective scheduled final payment date will not be an event of default. Please read “—Payments of Interest and Principal on the Storm Recovery Bonds” and “—What Constitutes an Event of Default on the Storm Recovery Bonds” in this prospectus.

Interest will accrue on the principal balance of a tranche of storm recovery bonds at the interest rate of    % with regard to the first tranche, and    % with regard to the second tranche. Beginning March 1, 2023, we will make payments on the storm recovery bonds semi-annually on March 1 and September 1 of each year, or, if that day is not a business day, the following business day (each, a “payment date”). Interest payments on the storm recovery bonds will be made from collections of the storm recovery charges, including amounts available in the excess funds subaccount and, if necessary, the amounts available in the capital subaccount.

We will pay interest on the storm recovery bonds before we pay principal on the storm recovery bonds. If there is a shortfall in the amounts available in the collection account to make interest payments on the storm recovery bonds, the trustee will distribute interest pro rata to each tranche of storm recovery bonds based on the amount of interest payable on each such outstanding tranche. We will calculate the interest on the storm recovery bonds on the basis of a 360-day year consisting of twelve 30-day months.

The failure to pay accrued interest on a tranche of storm recovery bonds on any payment date (even if the failure is caused by a shortfall in storm recovery charges received) will result in an event of default of storm recovery bonds unless such failure is cured within five business days. If interest is not paid within that five-day period, we will pay such defaulted interest (plus interest on such defaulted interest at the applicable interest rate to the extent lawful) to the persons who are storm recovery bondholders on a special record date (as defined in the indenture). The special record date will be at least fifteen business days prior to the date on which the trustee is to make a special payment (a special payment date). We will fix any special record date and special payment date and, at least 10 days before such special record date, we will mail to each affected storm recovery bondholder a notice that states the special record date, the special payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid. An event of default under any tranche of storm recovery bonds will automatically trigger an event of default under the storm recovery bonds. See “—What Constitutes an Event of Default on the Storm Recovery Bonds” below.

On any payment date with respect to the storm recovery bonds, we generally will pay principal of storm recovery bonds only until the outstanding principal balance has been reduced to the principal balance specified for that payment date in the expected amortization schedule for that tranche, but only to the extent funds are available. Accordingly, principal of any tranche of storm recovery bonds may be paid later, but generally not sooner, than reflected in the expected amortization schedule for such tranche, except in the case of an acceleration. Please read “Risk Factors—Other Risks Associated with an Investment in the Storm Recovery Bonds” and “Weighted Average Life and Yield Considerations for the Storm Recovery Bonds” in this prospectus.

The trustee will retain in the excess funds subaccount for payment on later payment dates any collections of storm recovery charges in excess of amounts payable as:

If the trustee receives insufficient collections of storm recovery charges for the storm recovery bonds for any payment date, and amounts in the collection account (and the applicable subaccounts of that collection account) are not sufficient to make up the shortfall, principal of a tranche of storm recovery bonds may be paid later than expected, as described in this prospectus. The failure to make a scheduled payment of principal on the storm recovery bonds of a tranche because there are not sufficient funds in the collection account does not constitute a default or an event of default under the indenture, except for the failure to make the scheduled payment of principal due upon the final maturity of that tranche of the storm recovery bonds.

The trustee will pay on each payment date to the storm recovery bondholders of a particular tranche to the extent of available funds in the collection account, all payments of principal and interest then due on such storm recovery bonds (other than special payments as defined in the indenture). The trustee will make each such payment to the storm recovery bondholders, other than the final payment, on the applicable payment date. If the storm recovery bonds are ever issued in definitive certificated form, however, the final payment with respect to the storm

The storm recovery bonds will originally be issued in book-entry form, and we do not expect that the storm recovery bonds will be issued in definitive certificated form. At the time, if any, we issue the storm recovery bonds in the form of definitive storm recovery bonds and not to The Depository Trust Company (“DTC”) or its nominee, the trustee will make payments as described below under “—Definitive Certificated Storm Recovery Bonds.”

On each payment date, the amount to be paid as principal on the storm recovery bonds of a tranche will equal without duplication:

but only to the extent funds are available in the collection account (including all applicable subaccounts) after payment of certain of our fees and expenses and after payment of interest as described in the section above. To the extent funds are so available, we will make scheduled payments of principal on the storm recovery bonds of each tranche in the following order:

However, we will not pay principal of any tranche of the storm recovery bonds on any payment date if making the payment would reduce the principal balance of that tranche to an amount lower than the amount specified in the expected amortization schedule below for that tranche on that payment date. Any excess funds remaining in the collection account after payment of principal, interest, applicable fees and expenses and payments to the applicable subaccounts of the collection account will be retained in the excess funds subaccount until applied on a subsequent payment date.

If there is a shortfall in the amounts available to make principal payments on the storm recovery bonds that are due and payable at a tranche’s final maturity date or upon an acceleration following an event of default under the indenture, the trustee will distribute principal from the collection account pro rata to each tranche of the storm recovery bonds based on the principal amount of such tranche then due and payable on the payment date; and if there is a shortfall in the remaining amounts available to make principal payments on the storm recovery bonds that are scheduled to be paid, and if more than one tranche is scheduled to be paid on such payment date, the trustee will distribute principal from the collection account sequentially in the numerical order of such tranches.

However, the nature of our business will result in payment of principal upon an acceleration of the storm recovery bonds being made only as funds become available. Please read “Risk Factors— Risks Associated with the Unusual Nature of the Storm Recovery Property” and “—You may experience material payment delays or incur a loss on your investment in the storm recovery bonds because the source of funds for payment is limited.”

Neither we nor Cleco Power makes any representation or warranty that any amounts actually collected arising from storm recovery charges will in fact be sufficient to meet payment obligations on the storm recovery bonds or that assumptions made in calculating storm recovery charges will in fact be realized.

The expected amortization schedule below sets forth the principal balance that is scheduled to remain outstanding on each payment date for each tranche of the storm recovery bonds from the issuance date to the scheduled final payment date. Similarly, the expected sinking fund schedule below sets forth the corresponding principal payment that is scheduled to be made on each payment date for each tranche of the storm recovery bonds from the issuance date to the scheduled final payment date. In establishing these schedules, we have made the assumptions specified in the bullet points under the weighted average life sensitivity table below under “Weighted Average Life and Yield Considerations for the Storm Recovery Bonds,” among other assumptions.

We cannot assure you that principal payments will be made or that the principal balance of any tranche of the storm recovery bonds will be reduced at the rates indicated in the schedules above. Principal payments and the actual reduction in tranche principal balances may occur more slowly. Principal payments and the actual reduction in tranche principal balances will not occur more quickly than indicated in the above schedules, except that the total outstanding principal balance of and interest accrued on the storm recovery bonds may be accelerated upon an event of default under the indenture. The storm recovery bonds will not be in default if principal is not paid as specified in the schedules above unless the principal of any tranche is not paid in full on or before the final maturity date of that tranche.

The storm recovery bonds will be available to investors only in the form of book-entry storm recovery bonds. You may hold your bonds through DTC in the United States, Clearstream Banking, Luxembourg, S.A., referred to as Clearstream, or Euroclear in Europe. You may hold the storm recovery bonds directly with one of these systems if you are a participant in the system or indirectly through organizations that are participants.

Cede & Co., as nominee for DTC, will hold the global bond or bonds representing the storm recovery bonds. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream customers and Euroclear participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries. These depositaries will, in turn, hold these positions in customers’ securities accounts in the depositaries’ names on the books of DTC.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depositary; however, those cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines, which will be based on European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving storm recovery bonds in DTC and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to Clearstream’s and Euroclear’s depositaries.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and those credits or any transactions in those securities settled during that processing will be reported to the relevant Clearstream customer or Euroclear participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers of book-entry certificates among participants on whose behalf it acts with respect to the storm recovery bonds and is required to receive and transmit distributions of principal and interest on the storm recovery bonds. Direct Participants and Indirect Participants with whom storm recovery bondholders have accounts with respect to the storm recovery bonds similarly are required to make book-entry transfers and receive and transmit those payments on behalf of their respective storm recovery bondholders. Accordingly, although storm recovery bondholders will not possess storm recovery bonds, storm recovery bondholders will receive payments and will be able to transfer their interests.

DTC has advised us that it will take any action permitted to be taken by a storm recovery bondholder under the indenture only at the direction of one or more participants to whose account with DTC the storm recovery bonds are credited. Additionally, DTC has advised us that it will take those actions with respect to specified percentages of the collateral amount only at the direction of and on behalf of participants whose holdings include interests that satisfy those specified percentages. DTC may take conflicting actions with respect to other interests to the extent that those actions are taken on behalf of participants whose holdings include those interests.

Except as required by law, none of any underwriter, the servicer, Cleco Power, the trustee, us or any other party will have any liability for any aspect of the records relating to or payments made on account of beneficial interests in the certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the storm recovery bonds among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform those procedures, and those procedures may be discontinued at any time.

We will only issue the storm recovery bonds in definitive form under limited circumstances as described above, which will be transferable and exchangeable as described above under “—Definitive Certificated Storm Recovery Bonds.” There will be no service charge for any registration or transfer of the storm recovery bonds, but the trustee may require the owner to pay a sum sufficient to cover any tax or other governmental charge.

We will issue each tranche of storm recovery bonds in the minimum initial denominations and integral multiples set forth in this prospectus.

The trustee will make payments of interest and principal on each payment date to the storm recovery bondholders in whose names the storm recovery bonds were registered on the applicable record date.

To secure the payment of principal, premium, if any, and interest on, and any other amounts owed in respect of, the storm recovery bonds pursuant to the indenture, we will grant to the trustee for the benefit of the storm recovery bondholders a security interest in all of our right, title and interest, whether now owned or later acquired, in and to the following collateral, which collectively constitutes the trust estate under the indenture:

Section 1231 of the Securitization Act provides that a valid and enforceable security interest in storm recovery property will attach and be perfected by the means set forth in Section 1231. Specifically, Section 1231 provides that a valid and enforceable security interest in storm recovery property may be created only after the issuance of a financing order, the execution and delivery of a security agreement in connection with issuance of financing instruments such as the storm recovery bonds and the receipt of value for the instruments. The security interest attaches automatically when all of the foregoing conditions are met. Upon perfection by filing a financing statement under Section 1231 of the Securitization Act and otherwise in accordance with the Louisiana UCC, the security interest will be a continuously perfected security interest in the storm recovery property and all proceeds of the property, whether accrued or not, and will have priority in the order of time of perfection and take precedence over any subsequent lien creditor.

Under the indenture, we will establish a collection account with the trustee or at another eligible institution for the storm recovery bonds. The collection account will be under the sole dominion and exclusive control of the trustee. Funds received from collections of the applicable storm recovery charges will be deposited into the collection account. The collection account for the storm recovery bonds will be divided into the following subaccounts, which need not be separate bank accounts:

For administrative purposes, the subaccounts may be established by the trustee as separate accounts that will be recognized individually as subaccounts and collectively as the collection account. Unless otherwise provided in the indenture, amounts in the collection account for the storm recovery bonds not allocated to any other subaccount by the servicer will be allocated to the general subaccount. Unless the context indicates otherwise, references in this prospectus to the collection account for the storm recovery bonds include all of the subaccounts contained therein. All monies deposited from time to time in the collection account, all deposits therein pursuant to the indenture, and all investments made in eligible investments with these monies will be held by the trustee in the collection account as part of the collateral. The following institutions are eligible institutions for the establishment of the collection account:

Notwithstanding the foregoing: (a) no investments which mature in 30 days or more will be eligible investments unless the issuer thereof has either a short-term unsecured debt rating of at least “P-1” from Moody’s or a long-term unsecured debt rating of at least “A1” from Moody’s and has at least a debt rating of “F1+” or “AA-” from Fitch; (b) no investments described in clauses (2) through (4) above which have maturities of more than 30 days but less than or equal to 3 months will be eligible investments unless the issuer thereof has a long-term unsecured debt rating of at least “A1” from Moody’s and a short-term unsecured debt rating of at least “P-1” from Moody’s; (c) no investments described in clauses (2) through (4) above which have maturities of more than 3 months will be eligible investments unless the issuer thereof has a long-term unsecured debt rating of at least “A1” from Moody’s and a short-term unsecured debt rating of at least “P-1” from Moody’s; (d) no investments described in clauses (2) through (4) above which have a maturity of 60 days or less will be eligible investments unless such investments have a rating from S&P of at least “A-1”; and (e) no investments described in clauses (2) through (4) above which have a maturity of more than 60 days will be eligible investments unless such investments have a rating from S&P of at least “AA-”, “A-1+” or “AAA”.

Amounts remitted by the servicer to the trustee with respect to the storm recovery bonds, including any amounts received by us relating to the indemnification obligations payable by the seller pursuant to the sale agreement or the servicer pursuant to the servicing agreement and all investment earnings on amounts in the general subaccount of the collection account will be deposited into the general subaccount. Investment earnings on amounts in the capital subaccount (other than excess investment earnings that are allocated to the excess funds subaccount) and the excess funds subaccount will be deposited into the capital subaccount and the excess funds subaccount, respectively.

On each payment date for the storm recovery bonds, the trustee will allocate or pay all amounts on deposit in the general subaccount of the collection account for the storm recovery bonds in the following priority:

The amount of the annual servicer’s fee referred to in clause 2 above shall be 0.05% of the initial principal amount of the storm recovery bonds. The amount of the annual administration fee referred to in clause 3 above shall be fixed at $100,000.

Principal means, with respect to any payment date and any tranche of the storm recovery bonds, the sum, without duplication, of:

If on any payment date funds in the general subaccount are insufficient to make the allocations or payments contemplated by clauses 1 through 9 of the first paragraph of this subsection with respect to the storm recovery bonds, the trustee will draw from amounts on deposit in the following subaccounts in the following order up to the amount of the shortfall:

If, on any payment date, available collections of storm recovery charges allocable to the storm recovery bonds, together with available amounts in the related subaccounts, are not sufficient to pay interest due on all outstanding storm recovery bonds on that payment date, amounts available will be allocated pro rata based on the amount of interest payable on each tranche. If, on any payment date, remaining collections of storm recovery charges allocable to the storm recovery bonds, together with available amounts in the subaccounts, are not sufficient to pay principal due and payable at a tranche’s final maturity date or upon an acceleration following an event of default under the indenture, amounts available will be allocated pro rata based on the principal amount of each tranche then due and payable. If, on any payment date, remaining collections of storm recovery charges allocable to the storm recovery bonds, together with available amounts in the subaccounts, are not sufficient to pay principal scheduled to be paid, and if more than one tranche is scheduled to be paid on such payment date, the trustee will distribute principal from the collection account sequentially in the numerical order of such tranches. If the trustee uses amounts on deposit in the capital subaccount to pay those amounts or make those transfers, as the case may be, subsequent adjustments to the storm recovery charges related to that tranche will take into account, among other things, the need to replenish those amounts (plus any deficiency in the amount of investment earnings on the capital subaccount allowed by the financing order).

Upon the payment in full of all storm recovery bonds authorized in the financing order and the discharge of all obligations, including financing costs, all remaining amounts in the collection account (including investment earnings) shall be released by the trustee to us for distribution to Cleco Power. With regard to the remaining amounts in the collection account (excluding amounts in the capital subaccount), within thirty (30) days after the payment of all obligations (including the final financing costs) payable from those funds, Cleco Power shall notify the Louisiana commission of the amount of such funds available for crediting to the benefit of customers. With regard to the amounts in the capital subaccount of the collection account, all such funds shall be released to us for distribution to, and retention by, Cleco Power. Until such funds are returned by us to Cleco Power, Cleco Power may earn a rate of return on its capital investment in us equal to the rate of interest that was established in the longest maturity tranche of the storm recovery bonds. Such rate of return shall be paid by us by means of periodic distributions that are funded first by the income earned through investment by the trustee in eligible investments, and second by any deficiency being collected through the true-up adjustments. Any actual earnings in excess of that rate will instead be credited to customers.

On or before each payment date, the trustee shall deliver to each of the storm recovery bondholders and the Louisiana commission a statement provided and prepared by the servicer. This statement will include, to the extent applicable, the following information, as well as any other information so specified in the series supplement, as to the storm recovery bonds with respect to that payment date or the period since the previous payment date, as applicable:

Although neither we nor Cleco Power are an asset-backed issuer and the storm recovery bonds are not asset-backed securities as defined by the SEC in governing regulations Item 1101 of Regulation AB, we intend to file with the SEC reports related to the storm recovery bonds consistent with the disclosure and regulatory regime established by Regulation AB. Such reports will be filed under the name of Cleco Securitization I LLC and will include reports on Form 10-D, Form 10-K and Form 8-K. Please read “The Servicing Agreement—Evidence as to Compliance” in this prospectus.

We will, to the extent permitted by and consistent with our obligations under applicable law, cause to be posted on the website associated with Cleco Power:

We have been organized as a special purpose subsidiary of Cleco Power for the limited purpose of holding storm recovery property and issuing additional storm recovery bonds, including the storm recovery bonds and any additional storm recovery bonds. Each series of storm recovery bonds issued by us in the future, if any, will be secured by storm recovery property and other collateral pledged to secure such series of additional storm recovery bonds. As a result, we may acquire additional storm recovery property and issue one or more series of additional storm recovery bonds that are supported by such additional and separate storm recovery property or other collateral to finance the storm recovery costs approved by an additional financing order issued by the LPSC to Cleco Power.

We may issue additional storm recovery bonds in the future, if any, and acquire additional storm recovery property after the issuance of the storm recovery bonds described in this prospectus, subject to satisfaction of the following conditions, among others:

The issuance of any additional storm recovery bonds, whether issued by us or any other subsidiary or affiliated entity of Cleco Power, is subject to satisfaction of the rating agency condition. In addition, Cleco Power has covenanted under the sale agreement that the execution of an intercreditor agreement is a condition precedent to the sale of storm recovery property by Cleco Power consisting of nonbypassable charges payable by customers comparable to the storm recovery property sold by Cleco Power pursuant to the sale agreement. Please read “Sale Agreement—Covenants of the Seller” in this prospectus.

Each series of storm recovery bonds that may be issued, whether issued by us or any other subsidiary or affiliated entity of Cleco Power, will be backed by separate storm recovery property. Any series of additional storm recovery bonds issued by us in the future may include terms and provisions that would be unique to that particular series of additional storm recovery bonds.

The storm recovery bonds will not be subordinated in right of payment to any series of additional storm recovery bonds. Each series of storm recovery bonds would be secured by its own separate storm recovery property, which will include the right to impose, bill, charge, collect and receive storm recovery charges calculated in respect of that series of additional storm recovery bonds, and the right to implement the true-up mechanism to correct overcollections or undercollections in respect of that series. Each series of additional storm recovery bonds, if any, would also have its own collection account, including any related subaccounts, into which revenue from the storm recovery charges relating to that series of additional storm recovery bonds will be deposited and from which amounts would be withdrawn to pay the related series of storm recovery bonds. Holders of one series of storm recovery bonds would have no recourse to collateral, including the collection account or capital subaccount, for a different series of storm recovery bonds and there will be no cross defaults between the series. The administration fees, independent manager fees and other operating expenses payable by us on a payment date would be assessed

Although each series of additional storm recovery bonds, whether issued by us or another issuing entity, would have its own storm recovery property reflecting the right in and to a separate storm recovery charge, storm recovery charges relating to the storm recovery bonds and storm recovery charges relating to any additional storm recovery bonds will be collected through single periodic bills to each customer, and all storm recovery charges might be combined into a single line item on those periodic bills. In the event a customer does not pay in full all amounts owed under any bill including storm recovery charges, the servicer is required to allocate any resulting shortfalls in storm recovery charges ratably based on the amounts of storm recovery charges owed in respect of each series of storm recovery bonds, including the storm recovery bonds. Please read “The Servicing Agreement—Remittances to Collection Account” in this prospectus.

Any such amendment that may have the effect of increasing ongoing financing costs may be provided by us to the Louisiana commission, along with a statement as to the possible effect of the amendment on the ongoing financing costs, and such amendment shall become effective on the later of (i) the date proposed by the parties to the amendment or (ii) 31 days after such submission to the Louisiana commission, unless such commission issues an order disapproving the amendment within a 30-day period.

If an event of default occurs and is continuing, the trustee may, and, at the written direction of the holders of a majority of the outstanding amount of the storm recovery bonds of the tranches affected thereby or of the Louisiana commission, shall exercise all of our rights, remedies, powers, privileges and claims against Cleco Power, the administrator and servicer, under or in connection with the sale agreement, administration agreement and servicing agreement, and any right of ours to take this action shall be suspended.

in each case in a way which would materially and adversely affect the interests of storm recovery bondholders, we must first notify the rating agencies of the proposed action and must promptly notify the trustee, the Louisiana commission and the storm recovery bondholders in writing of the proposed action and whether the rating agency condition has been satisfied with respect thereto (or, if pursuant to a request by us, the trustee shall notify the storm recovery bondholders on our behalf). The trustee will consent to this proposed amendment, modification, supplement or waiver only if the rating agency condition is satisfied and only with the written consent of the holders of a majority of the outstanding principal amount of the storm recovery bonds of the tranche materially and adversely affected thereby and, if such action would increase ongoing financing costs, the consent of the Louisiana commission.

In addition to acceleration of the storm recovery bonds described above, the trustee may exercise one or more of the following remedies upon an event of default (other than event number 5 above):

If event of default number 5 above occurs, the trustee may to the extent allowed by applicable law institute or participate in proceedings necessary to compel performance of or to enforce the pledge of either the State of Louisiana or the Louisiana commission and to collect any monetary damages incurred by the storm recovery bondholders or the trustee as a result of such event of default. This is the only remedy the trustee may exercise if this event of default has occurred.

The trustee is prohibited from selling the collateral securing the storm recovery bonds following an event of default unless the final payment date of the storm recovery bonds has occurred or the storm recovery bonds have been declared due and payable and:

However, in case an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders of the storm recovery bonds if: