April 10, 2023
Division of Corporation Finance
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Benjamin Meeks – Structured Finance |
| Re: | Southern California Edison Company |
SCE Recovery Funding LLC |
Registration Statement on Form SF-1 |
Filed March 15, 2023 |
File Nos. 333-270543 and 333-270543-01 |
Dear Mr. Meeks:
In connection with the proposed offering of the securities under the above-captioned Registration Statement on Form SF-1 (the “Registration Statement”), we wish to advise you that we, as representatives of the underwriters, hereby join the request of Southern California Edison Company and SCE Recovery Funding LLC that the effective date of the Registration Statement be accelerated so that the same will become effective on April 12, 2023 at 8:00 a.m. E.D.T., or as soon as practicable thereafter.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:
| (i) | Date of Preliminary Prospectus: April 7, 2023 |
| (ii) | Anticipated dates of distribution: April 10, 2023 – April 20, 2023 |
| (iii) | Number of preliminary prospectuses expected to be distributed to prospective underwriters, institutional investors, dealers and others: approximately 1500 |
| (iv) | We have complied and will comply, and have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. |
Pursuant to Rule 460 of the Securities Act of 1933, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of Preliminary Prospectus as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
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Very truly yours, | ||
RBC Capital Markets, LLC | ||
Barclays Capital Inc. | ||
Citigroup Global Markets Inc. | ||
RBC CAPITAL MARKETS, LLC | ||
By: | /s/ Keith Helwig | |
Name: | Keith Helwig | |
Title: | Managing Director | |
BARCLAYS CAPITAL INC.
| ||
By: | /s/ Eric Chang | |
Name: | Eric Chang | |
Title: | Managing Director | |
CITIGROUP GLOBAL MARKETS INC.
| ||
By: | /s/ Steffen Lunde | |
Name: | Steffen Lunde | |
Title: | Director | |
On behalf of each of the Underwriters | ||
Signature Page to Underwriters’ Acceleration Request
