SEC Division of Corporation Finance no-action letter: MP Environmental Funding LLC, PE Environmental Funding LLC

THELEN REID BROWN NEW YORK. SAN FRANCISCO . WASEIINGTON, DC . LOS ANGELES RAYSMAN&STEINER ... SILICONVALLEY. HARTFORD. NORTHERNNEW JERSEY . SHANGHAI nl1lliiNt~ a! la\n September 7,2007 Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N. E. Washington, D.C. 20549 Attention: Paula Dubberly, Associate Director (Legal) Re: MP Environmental Funding LLC, PE Environmental Funding LLC Senior Secured Sinking Fund Environmental Control Bonds, Series A Dear Ms. Dubberly:
On behalf of MP Environmental Funding LLC ("MP Funding"), Monongahela Power Company ("Mon Power"), PE Environmental Funding LLC ("PE Funding", and together with MP Funding, the "Issuers") and Potomac Edison Company ("Potomac Edison", and together with Mon Power, the "Utilities"), we hereby request from the Staff (the "Staff') of the Securities and Exchange Commission (the "Commission") (a) confirmation that the Issuers are not asset￾backed issuers and the bonds described below are not asset-backed securities within the meaning of Item 1101(b) and (c), respectively, of Regulation AB, and (b) assurance that, notwithstanding the fact that the Issuers are not asset-backed issuers and the bonds described below are not asset￾backed securities, the Staff will not recommend enforcement action to the Commission if the Issuers file periodic reports in respect of the bonds described below in compliance with the disclosure and reporting regime established in Regulation AB. Background MP Funding is an indirectly wholly-owned finance subsidiary of Mon Power. Mon Power is a vertically integrated electric utility that provides electric service to over 375,000 customers in the state of West Virginia at rates regulated by the Public Service Commission of West Virginia (the "PSC") and the Federal Energy Regulatory Commission ("FERC"). MP Funding is indirectly wholly-owned by Mon Power but is bankruptcy remote from Mon Power and its affiliates. PE Funding is an indirectly wholly-owned finance subsidiary of Potomac Edison. Potomac Edison is an electric utility that provides electric service to over 125,000 customers in the state of West Virginia at rates regulated by the PSC and FERC. PE Funding is indirectly wholly-owned by Potomac Edison but is bankruptcy remote from Potomac Edison and its affiliates. NEWYORK . 875 Third Avenue . New York. NY 10022 Tel: 212.603.2000 . Fax: 212.603.2001 www.tlielen.com