Filed Pursuant to Rule 424(b)(4)
Registration Statement Nos. 333-270851 and 333-270851-01

PROSPECTUS

$341,450,000 Series 2023-A Senior Secured Securitization Bonds

Southern Indiana Gas and Electric Company

Sponsor, Depositor and Initial Servicer

Central Index Key Number: 0000092195

SIGECO Securitization I, LLC

Issuing Entity

Central Index Key Number: 0001968445

The total initial price to the public is $341,427,120. The total amount of the underwriting discounts and commissions is $1,365,800. The total amount of proceeds to the issuing entity before deduction of expenses (estimated to be $3,400,000) is $340,061,320. The distribution frequency is semi-annually. The first scheduled payment date is May 15, 2024.

Investing in the Series 2023-A Senior Secured Securitization Bonds involves risks. Please read “Risk Factors” beginning on page 18 to read about factors you should consider before buying the securitization bonds.

Southern Indiana Gas and Electric Company (“SIGECO”), as “depositor”, is offering up to $341,450,000 aggregate principal amount of Series 2023-A Senior Secured Securitization Bonds (the “securitization bonds”) in two tranches to be issued by SIGECO Securitization I, LLC, a Delaware limited liability company (the “issuing entity” or “us”) and wholly owned subsidiary of SIGECO. SIGECO is the “seller,” the “initial servicer” and the “sponsor” with regard to the securitization bonds. The securitization bonds are senior secured obligations of the issuing entity and will be secured by the securitization property (the “securitization property”) consisting of the right to bill and collect securitization charges (the “securitization charges”) from all retail consumers receiving electric service from SIGECO as of January 4, 2023 (the date of the financing order), including any retail customer of SIGECO that switches to new on-site generation after the date of the financing order, and any future retail electric customers during the term of the securitization bonds. The securitization charges are subject to the true-up mechanism described herein. The true-up mechanism shall be used to make necessary corrections at least annually, to (a) adjust for the over-collection or under-collection of securitization charges, or (b) to ensure the timely and complete payment of the securitization bonds and other required amounts and charges in connection with the securitization bonds. In addition to the annual true-up, at least monthly, the servicer will review, and update as appropriate, the data and assumptions underlying the calculation of the securitization charges, and periodic true-ups as required in the servicing agreement will be performed as necessary to ensure that the amount collected from securitization charges is sufficient to pay principal and interest on the securitization bonds and ensure timely and complete payment of other required amounts and charges in connection with the securitization bonds. There will also be true-up adjustments at least quarterly for the securitization bonds remaining outstanding during the year immediately preceding the scheduled final payment date for the longest maturing tranche of the securitization bonds. The primary forms of credit enhancement for the securitization bonds will be provided by such true-up mechanism, as well as by general, excess funds and capital subaccounts held under the indenture governing the securitization bonds.

Each securitization bond will be entitled to interest on May 15 and November 15 of each year, beginning on May 15, 2024. The first scheduled payment date is May 15, 2024. Interest on the securitization bonds will accrue from the date of issuance. On each payment date, scheduled principal payments shall be paid sequentially in accordance with the expected sinking fund schedule in this prospectus, but only to the extent funds are available in the collection account after payment of certain fees and expenses and after payment of interest.

The securitization bonds represent obligations only of the issuing entity, SIGECO Securitization I, LLC, and are secured only by the assets of the issuing entity, consisting principally of the securitization property and related assets to support its obligations under the securitization bonds. Please read “Description of the Securitization Bonds—The Security for the Securitization Bonds,” and “Description of the Securitization Property” in this prospectus. The securitization property includes the right to impose, collect and receive securitization charges from SIGECO’s electric customers in amounts sufficient to make payments on the securitization bonds, as described further in this prospectus. SIGECO and its affiliates, other than the issuing entity, are not liable for any payments on the securitization bonds. The securitization bonds are not a debt or obligation of the State of Indiana or any of its political subdivisions, agencies or instrumentalities and are not a charge on its or any of its political subdivisions, agencies or instrumentalities’ full faith and credit or taxing power.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the securitization bonds through the book-entry facilities of The Depository Trust Company for the accounts of its participants including Clearstream Banking, S.A. and Euroclear Banks SA/NV, as operator of the Euroclear System against payment on or about June 29, 2023. There currently is no secondary market for the securitization bonds, and we cannot assure you that one will develop.

Drexel Hamilton

Co-Manager

The date of this prospectus is June 21, 2023.

TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement filed with the Securities and Exchange Commission or SEC. This prospectus provides information about us, the securitization bonds and SIGECO, as depositor, sponsor and initial servicer. This prospectus describes the terms of the securitization 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 SIGECO Securitization I, LLC. References to “SIGECO,” “the sponsor,” “the initial servicer,” “the depositor” or “the seller” mean Southern Indiana Gas and Electric Company, an Indiana corporation. References to “CenterPoint Energy” mean CenterPoint Energy, Inc., a Texas corporation and the ultimate parent company of SIGECO. References to “the securitization bonds” mean our Series 2023-A Senior Secured Securitization Bonds offered pursuant to this prospectus. References to “the servicer” refer to SIGECO and any successor servicer under the servicing agreement referred to in this prospectus. References to the “Securitization Act” mean Senate Enrolled Act 386, adopted by the Indiana General Assembly in 2021 and codified at Ind. Code ch. 8-1-40.5, which allows electric utilities with “qualified costs” (as defined in the Securitization Act) that are at least five percent of the electric utility’s total jurisdictional electric rate base to finance the retirement of electric utility generation assets through the issuance of securitization bonds. Unless the context otherwise requires, the term “electric customer” means all retail consumers receiving electric service from SIGECO as of January 4, 2023 (the date of the financing order), including any retail customer of SIGECO that switches to new on-site generation after the date of the financing order, and any future retail electric customers during the term of the securitization bonds. We also refer to the Indiana Utility Regulatory Commission as “the Indiana commission.” You can find a glossary of some of the other defined terms we use in this prospectus on page 142 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 Indiana commission or SIGECO has authorized anyone else to provide you with any different information. Neither we nor any underwriter, agent, dealer, salesperson, the Indiana commission or SIGECO take any responsibility for, nor 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 securitization 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 securitization bonds against payment for the securitization bonds on or about the date specified in the last paragraph of the cover page of this prospectus, which will be the sixth business day following the date of pricing of the securitization bonds. Since trades in the secondary market generally settle in two business days, purchasers who wish to trade securitization bonds on the date of pricing or the succeeding three business days will be required, by virtue of the fact that the securitization bonds initially will settle in T + 6, to specify alternative settlement arrangements to prevent a failed settlement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

In this prospectus, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements may be “forward-looking statements” within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements relate to our ability to pay principal and interest on the securitization bonds when scheduled to be paid, the ability of our servicer to collect securitization charges, the value of the securitization property, the outcome of regulatory, administrative and legal proceedings, market conditions and other matters. Actual results may differ materially from those

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expressed or implied by these statements. You can generally identify our forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “target,” “will” or other similar words.

We have based our forward-looking statements on beliefs and assumptions based on information reasonably available at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements.

The following are some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements:

These and other factors may affect the value of the securitization bonds. We urge you to consider these factors and to review carefully the section captioned “Risk Factors” in this prospectus for a more complete discussion of the risks associated with an investment in the securitization bonds.

You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and other than as required under securities laws, we undertake no obligation to update or revise any forward-looking statements.

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SUMMARY OF RISK FACTORS

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

Risks associated with potential judicial, legislative or regulatory actions

Servicing risks

Weather-related damage and other natural disaster risks

Risks to the electric power industry

Risks to SIGECO’s Generation Transition Plan and Carbon Emissions Reduction Goals

Risks associated with the unusual nature of the securitization property

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Risks associated with potential bankruptcy proceedings of the seller or the servicer

Other risks associated with an investment in the securitization bonds

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RISK FACTORS

Please carefully consider all the information we have included or incorporated by reference in this prospectus, including the risks described below and in “Cautionary Statement Regarding Forward-Looking Information,” before deciding whether to invest in the securitization bonds.

You may experience material payment delays or incur a loss on your investment in the securitization bonds because the source of funds for payment is limited.

The only source of funds for payment of the securitization bonds will be our assets, which consist of:

The securitization bonds are not a charge on the full faith and credit or taxing power of the State of Indiana or any governmental agency or instrumentality, nor will the securitization bonds be insured or guaranteed by SIGECO, including in its capacity as the sponsor, depositor, seller or initial servicer, or by its ultimate parent, CenterPoint Energy, or any of their respective affiliates (other than us), the trustee or any other person or entity. The securitization bonds will be nonrecourse obligations, secured only by the collateral. Delays in payment on the securitization bonds might result in a reduction in the market value of the securitization bonds and, therefore, the value of your investment in the securitization bonds. Thus, for payment of the securitization bonds, you must rely solely upon the collections of the securitization 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 “SIGECO Securitization I, LLC, The Issuing Entity” in this prospectus.

RISKS ASSOCIATED WITH POTENTIAL JUDICIAL, LEGISLATIVE OR REGULATORY ACTIONS

We and SIGECO are not obligated to indemnify you for changes in law.

Neither we nor SIGECO, 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 securitization bonds. SIGECO 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 of, modification of or supplement to the Securitization Act, the Financing Order (including through a subsequent determination of the Indiana commission extending the time period of the Financing Order), the Issuance Advice Letter or the rights of securitization bondholders by legislative enactment or constitutional amendment that would be materially adverse to us, the trustee or the securitization bondholders. However, we cannot assure you that SIGECO would be able to take this action or that any such action would be successful. Although SIGECO 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 securitization bonds invalidates the securitization property, such indemnification obligations do not apply for any changes in law after the date the securitization 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—SIGECO’s Covenants” in this prospectus.

Future judicial action could reduce the value of your investment in the securitization bonds.

The securitization property is the creation of the Securitization Act and the financing order that has been issued by the Indiana commission to SIGECO pursuant to the Securitization Act. The Securitization Act became effective in July 2021. 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 securitization property is a

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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 securitization property or our ability to make payments on the securitization bonds might have an adverse effect on the value of the securitization 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 cannot assure you that a lawsuit challenging the validity of the Securitization Act or any financing order will not be filed in the future or that, if filed, such lawsuit will not be successful. If an invalidation of any relevant underlying legislative provision or any financing order provision were to result from such litigation, you might lose some or all of your investment or might experience delays in recovering your investment. Please read “The Securitization Act—Constitutional Matters” in this prospectus.

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 securitization bonds, and in that way may limit the liquidity and value of the securitization bonds. Therefore, legal activity in other states may indirectly affect the value of your investment in the securitization bonds.

Future state action could reduce the value of your investment in the securitization bonds.

Despite the State’s pledge and the Indiana commission’s pledge in the Securitization Act and the financing order, respectively, not to (i) take or permit any action that would impair the value of the securitization property or (ii) reduce or alter (except for annual and periodic true-up adjustments) or impair securitization charges, the Indiana legislature might attempt to repeal or amend the Securitization Act in a manner that alters the securitization property so as to reduce its value. For a description of the State’s pledge, please read “The Securitization Act—SIGECO May Securitize Qualified Costs and Related Upfront and Ongoing Financing Costs” in this prospectus. As of the date of this prospectus, we are not aware of any pending legislation in the Indiana legislature that would affect any provisions of the Securitization Act.

It might be possible for the Indiana 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 SIGECO’s service area, or if such action or inaction otherwise is in the valid exercise of the State’s police power. Similarly, the Indiana commission might take action to repeal or amend the financing order notwithstanding the Indiana commission’s pledge claiming 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 securitization 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 securitization bonds.

Except as described in “The Sale Agreement—SIGECO’s Obligation to Indemnify Us and the Trustee and to Take Legal Action” in this prospectus, neither we, SIGECO, 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 securitization bonds.

If an action of the Indiana legislature or the Indiana commission adversely affecting the securitization property or the ability to collect securitization charges were considered a “taking” under the United States or Indiana Constitutions, the State of Indiana might be obligated to pay compensation in an amount equal to the estimated value of the securitization 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 securitization bonds or to offset interest lost pending such recovery.

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

The enforcement of any rights against the State of Indiana or the Indiana 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 Indiana. 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 Indiana or the Indiana commission may be sued, or limitations on awards or collection of damages.

The Indiana commission might attempt to take actions that could reduce the value of your investment in the securitization bonds.

The Securitization Act provides that for securitization bonds to be effective in accordance with their terms, both the financing order and the securitization charges authorized in that order must be irrevocable and not subject to reduction, impairment or adjustment by further action of the Indiana commission under any statute or rule, except with respect to a request by SIGECO to retire and refund previously authorized securitization bonds and annual and periodic true-up adjustments to the securitization charges. The Securitization Act also provides that securitization bonds issued under a financing order are binding in accordance with their terms, even if the financing order is later vacated, modified or otherwise held to be invalid in whole or in part. In addition, the State and the Indiana commission have pledged in the Securitization Act and the financing order, respectively, that they will not take or permit any action that would impair the value of securitization property or reduce or alter (except for annual and periodic true-up adjustments) or impair securitization charges to be imposed, collected and remitted to financing parties under the Securitization Act, until the principal, interest and premium and other charges incurred in connection with the securitization bonds have been paid or performed in full. However, the Indiana commission retains the power to adopt, revise or rescind rules or regulations affecting SIGECO or a successor utility. The Indiana commission also retains the power to interpret the financing order granted to SIGECO, 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 Indiana commission might adversely affect the ability of the servicer to disconnect electric customers for nonpayment, assess late fees, impose deposit requirements or collect the securitization charges in full and on a timely basis, which may negatively impact the rating of the securitization bonds or their price and, accordingly, the amortization of the securitization bonds and their weighted average lives.

The servicer is required by the servicing agreement to file with the Indiana commission, on our behalf, an application for certain interim true-up adjustments of the securitization charges. The Indiana commission must approve any true-up adjustment within 45 days of its filing. Please read “SIGECO’s Financing Order—True-Ups” and “—Adjustments to Allocation of Securitization Charges” in this prospectus. True-up adjustment procedures may be challenged in the future. Challenges to or delays in the true-up mechanism might adversely affect the market perception and valuation of the securitization bonds. Also, any litigation might materially delay securitization 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 securitization bonds.

The servicer may not fulfill its obligations to act on behalf of the securitization bondholders to protect bondholders from actions by the Indiana commission or the State of Indiana, or the servicer may be unsuccessful in any such attempt.

The servicer will agree in the servicing agreement to take any action or proceeding reasonably necessary to compel performance by the Indiana commission and the State of Indiana of any of their obligations or duties under the securitization provisions of the Securitization Act or the financing order, including any actions

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reasonably necessary to block or overturn any attempts to cause a repeal of, or modification of, or supplement to the securitization provisions of the Securitization Act or the financing order or the rights of securitization bondholders in the securitization property by legislative enactment, constitutional amendment or other means that would be adverse to the securitization 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 successfully challenging any such legislative enactment or constitutional amendment. Additionally, any action the servicer is able to take may not be successful. Any such failure to perform its obligations or to successfully compel performance by the Indiana commission or the State of Indiana could negatively affect securitization bondholders’ rights and result in a loss of their investment in the securitization bonds.

SERVICING RISKS

Your investment in the securitization bonds depends on SIGECO or its successor or assignee acting as servicer of the securitization property.

SIGECO, as initial servicer, will be responsible for, among other things, calculating, billing and collecting the securitization charges from its electric customers, submitting requests to the Indiana commission to adjust these charges, monitoring the collateral for the securitization bonds and taking certain actions in the event of non-payment by an electric customer. The trustee’s receipt of collections in respect of the securitization charges, which will be used to make payments on the securitization 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 securitization charge billings and collections, together with the regulations of the Indiana commission governing utilities such as SIGECO 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 securitization charge collections for any reason, then the servicer’s payments to the trustee in respect of the securitization charges might be delayed or reduced. In that event, our payments on the securitization bonds might be delayed or reduced.

Inaccurate forecasting of electricity consumption or unanticipated delinquencies or write-offs might reduce scheduled payments on the securitization bonds.

The securitization charges are generally assessed based on forecasted electric customer usage, i.e., kilowatt-hours of electricity consumed by electric customers (kWhs), subject to a minimum bill quantity for certain electric customer rate classes. The amount and the rate of securitization charge collections will depend in part on the actual electricity usage and the amount of collections and write-offs for each electric customer rate class. If the servicer inaccurately forecasts electricity consumption or uses inaccurate electric customer delinquency or write-off data when setting or adjusting the securitization charges, or if the effectiveness of the adjustments is delayed for any reason, there could be a shortfall or material delay in securitization charge collections, which might result in missed or delayed payments of principal and interest and lengthened weighted average life of one of the tranches of the securitization bonds. Please read “SIGECO’s Financing Order—True-Ups” and “—Adjustments to Allocation of Securitization 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 inflation, causing electric customers to leave SIGECO or reduce their electricity consumption; the occurrence of a natural disaster, such as a tornado or winter storm, or an act of terrorism, cyberattack or other catastrophic event, including pandemics, unexpectedly disrupting electrical service and reducing electricity consumption and demand; changes in the market structure of the electric industry; electric customers consuming less electricity than anticipated because of increased energy prices, increased conservation efforts, worse economic conditions or unanticipated increases in electric usage efficiency; or electric customers switching to alternative sources of energy, including self-generation of electric power.

The servicer’s use of inaccurate delinquency or write-off rates might also result from, among other things, unexpected deterioration of the economy or the occurrence of a natural disaster or extreme weather, an act of

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terrorism, cyberattack or other catastrophic event or the unanticipated declaration of a moratorium on terminating electric service to electric customers in the event of such occurrences, any of which would cause greater delinquencies or write-offs than expected or force SIGECO to grant additional payment relief to more electric customers, or any other change in law that makes it more difficult for SIGECO to terminate service to nonpaying electric customers or that requires SIGECO to apply more lenient credit standards in accepting electric customers. For example, under its emergency powers, the Indiana General Assembly or the Indiana commission could impose a moratorium on the payment of electric customer bills.

If we have to replace SIGECO as the servicer, we may experience difficulties finding and using a replacement servicer.

If SIGECO ceases to service the securitization 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 Indiana commission approval. Also, any successor servicer might have less experience and ability than SIGECO and might experience difficulties in collecting securitization charges and determining appropriate adjustments to the securitization 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 SIGECO 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.

Changes to billing and collection practices might reduce the value of your investment in the securitization bonds.

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

Consumer protection measures may limit the ability of SIGECO to collect all charges owed by consumers, including the securitization charges. In addition, the Indiana General Assembly or the Indiana commission may take actions in response to pandemics, natural disasters, adverse weather events or any other situation which may adversely affect the timing of securitization charge collections. Any such action could result in a shortfall or material delay in securitization charge collections, which in turn might result in missed or delayed payments of principal and interest, lengthened weighted average life of the securitization bonds and downgrade of the credit ratings on the securitization bonds.

In addition, COVID-19 or any future pandemic may impact the ability of SIGECO to maintain operations at the same level as it was able prior to the pandemic. For instance, a large portion of SIGECO’s workforce, including

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employees of its 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 SIGECO to service the securitization charges.

Limits on rights to terminate service might make it more difficult to collect the securitization charges.

If SIGECO, as the servicer, is billing electric customers for securitization charges, it may terminate service to the electric customer for non-payment of securitization charges pursuant to the applicable rules of the Indiana commission. Nonetheless, Indiana statutes and the rules and regulations of the Indiana 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 (i) on a holiday or weekend, (ii) during certain extreme weather conditions, or (iii) to qualifying low-income customers from December 1 through March 15. To the extent these electric customers do not pay for their electric service, SIGECO will not be able to collect securitization charges from these electric customers.

In addition, SIGECO may be limited in the future in its ability to terminate service or collect securitization charges. The Indiana commission, in response to a federal mandate or otherwise, could impose restrictions on the rates SIGECO charges to provide its services, including the inability to implement approved rates, or delay actions with respect to SIGECO’s base rate case and filings.

WEATHER-RELATED DAMAGE AND OTHER NATURAL DISASTER RISKS

Weather-related damage or damage from other natural disasters to SIGECO’s operations could impair payments on the securitization bonds.

SIGECO’s operations might be disrupted by tornadoes, thunderstorms, ice storms, windstorms, flooding, earthquakes and prolonged droughts, among other events. Transmission, distribution and usage of electricity could be interrupted temporarily, reducing the collections of securitization charges. There could be longer-lasting weather-related adverse effects on residential and commercial development and economic activity in SIGECO’s service area, which could cause the per-kWh-based securitization charge to be greater than expected. Legislative action adverse to the securitization bondholders might be taken in response, and such legislation, if challenged as violative of the State pledge, might be defended on the basis of public necessity. Please read “The Securitization Act—SIGECO May Securitize Qualified Costs and Related Financing and Ongoing Costs—State and Indiana 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 securitization bonds” in this prospectus.

RISKS TO THE ELECTRIC POWER INDUSTRY

Alternatives to purchasing electricity from SIGECO may be more widely utilized by electric customers in the future.

Broader use of distributed generation by SIGECO’s electric customers may result from electric 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. Securitization charges, which generally are consumption-based, are applied to all electric customers. SIGECO’s securitization charges for residential customers are subject to a minimum bill to reduce the impact of reduced consumption on payment of the charges. Technological developments and/or more widespread use of distributed generation might allow greater numbers of electric customers to reduce or eliminate their payment of securitization charges. Pursuant to the financing order, any retail customer of SIGECO as of the date of the financing order that switches to new on-site generation after the date of the financing order is required to continue paying the securitization charges.

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RISKS TO SIGECO’S GENERATION TRANSITION PLAN AND CARBON EMISSIONS REDUCTION GOALS

SIGECO’s execution of its generation transition plan, as part of its Integrated Resources Plan, are subject to various risks.

SIGECO must manage several risks associated with its generation transition plan, as part of its Integrated Resources Plan. The Indiana commission may delay providing comments on SIGECO’s Integrated Resources Plan, requiring SIGECO to either wait for comments or proceed to implement its Integrated Resources Plan without Indiana commission comments. There is no guarantee that the Indiana commission will approve SIGECO’s generation project requests outlined in its generation transition plan. If SIGECO fails to receive Indiana commission approvals necessary to acquire the projects or resources identified in its Integrated Resources Plan, SIGECO may not be able to implement its generation transition plan in a timely manner or at all. If SIGECO is unable to implement its generation transition plan, it will have an adverse effect on CenterPoint Energy’s ability to execute on its net zero and carbon emission goals.

Even if a generation project is approved, risks associated with the development or construction of any new generation exist, including new legislation restricting or delaying new generation, promulgation of new regulatory requirements affecting operation or construction of new generation, moratorium legislation, the ability to procure resources needed to build at a reasonable cost, scarcity of resources and labor, ability to appropriately estimate costs of new generation, the effects of potential construction delays, project scope changes, and cost overruns and the ability to meet capacity requirements. Furthermore, SIGECO has begun to acquire and/or develop additional solar and wind facilities as part of its generation transition plan. However, SIGECO has not yet entered into definitive agreements with developers for the acquisition and/or development of all of the additional projects contemplated by its Integrated Resources Plan, and SIGECO faces significant competition with other bidders for a limited number of generation facilities that developers plan to construct and for solar panels. The number of available projects is further limited by the Midcontinent Independent System Operator (MISO) interconnection queue due to delays and potential interconnection costs that may render projects infeasible.

SIGECO is subject to operational and financial risks and liabilities associated with the implementation of and efforts to achieve its parent’s, CenterPoint Energy, carbon emissions reduction goals.

In September 2021, CenterPoint Energy announced its net zero emission goals for Scope 1 and certain Scope 2 greenhouse gas emissions by 2035 and a 20-30% reduction in certain Scope 3 greenhouse gas emissions by 2035 as compared to 2021 levels. CenterPoint Energy’s analysis and plan for execution requires it to make a number of assumptions. These goals and underlying assumptions involve risks and uncertainties and are not guarantees. Should one or more of CenterPoint Energy’s underlying assumptions prove incorrect, its actual results and ability to achieve net zero emissions by 2035 could differ materially from its expectations. Certain of the assumptions that could impact CenterPoint Energy’s ability to meet its net zero emissions goals include, but are not limited to: emission levels, service territory size, assumptions relating to expected capacity needs remaining in line with expectations; regulatory approval of generation projects associated with SIGECO’s generation transition plan; impacts of future environmental regulations or legislation; impacts of future carbon pricing regulation or legislation, including a future carbon tax; price, availability and regulation of carbon offsets; price of fuel, such as natural gas; cost of energy generation technologies, such as wind and solar, natural gas and storage solutions; adoption of alternative energy by the public, including adoption of electric vehicles; rate of technology innovation with regards to alternative energy resources; CenterPoint Energy’s ability to implement its modernization plans for its pipelines and facilities; the ability to complete and timely implement generation alternatives, such as solar and wind generation, to SIGECO’s coal generation and retirement dates of SIGECO’s coal facilities and conversion of certain generation assets to natural gas by 2035; the ability to construct and/or permit new natural gas pipelines; the ability to procure resources needed to build at a reasonable cost, the lack of or scarcity of resources and labor, any project cancellations, construction delays or overruns and the ability to appropriately estimate costs of new generation; impact of any supply chain disruptions; changes in applicable standards or methodologies; and enhancement of

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energy efficiencies. SIGECO’s business may face increased scrutiny from investors and other stakeholders related to CenterPoint Energy’s sustainability activities, including the goals, targets, and objectives it or CenterPoint Energy announces, its or CenterPoint Energy’s methodologies and timelines for pursuing them, and related disclosures.

RISKS ASSOCIATED WITH THE UNUSUAL NATURE OF THE SECURITIZATION PROPERTY

Future adjustments to securitization charges by electric customer rate class might result in insufficient collection.

The electric customers who pay the securitization charges are divided into customer rate classes. Securitization charges will be allocated among electric customer rate classes and assessed in accordance with the customer billing mechanism specified in the financing order. The true-up adjustment methodology approved in the financing order is cross collateralized across electric customer rate classes and requires that any delinquencies or under-collections in one electric customer rate class will be taken into account in the application of the true-up mechanism to adjust the securitization charges for all electric customers, not just the class of electric customers from which the delinquency or under-collection arose. Nonetheless, if enough electric customers in a class fail to pay securitization charges or cease to be electric customers, the servicer might have to substantially increase the securitization charges for the remaining electric customers in that electric customer rate class and for other electric customer rate classes as well. These increases could lead to further unanticipated failures by the remaining electric customers to pay securitization charges, thereby increasing the risk of a shortfall in funds to pay interest and principal on the securitization bonds.

Foreclosure of the trustee’s lien on the securitization property might not be practical, and acceleration of the securitization bonds before maturity might have little practical effect.

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

RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF THE SELLER OR THE SERVICER

For a detailed discussion of the following bankruptcy risks, please read “How a Bankruptcy May Affect Your Investment” in this prospectus.

The servicer will commingle the securitization charges with other revenues it collects, which might obstruct access to the securitization charges in case of the servicer’s bankruptcy and reduce the value of your investment in the securitization bonds.

The servicer will initially be required to remit securitization charge collections to the trustee on our behalf each business day based on estimated daily securitization charge collections, using an average balance of days outstanding on SIGECO’s electric customer bills. The servicer will not segregate the securitization charges from the other funds it collects from customers or its general funds. The securitization 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 securitization 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 securitization charge collections available to make payments on the securitization bonds.

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The Securitization Act provides that the priority of a security interest perfected in securitization property is not impaired by the commingling of the funds arising from the collection of securitization 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 securitization charges that are commingled with other funds of the servicer as of the date of bankruptcy. If so, the collections of the securitization charges held by the servicer as of the date of bankruptcy would not be available to pay amounts owed on the securitization 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 securitization bonds and could materially reduce the value of your investment in the securitization bonds. Please read “How a Bankruptcy May Affect Your Investment” in this prospectus.

The bankruptcy of SIGECO might result in losses or delays in payments on the securitization bonds.

The Securitization Act and the financing order provide that as a matter of Indiana state law:

Please read “The Securitization Act” in this prospectus. These provisions are important to maintaining payments on the securitization bonds in accordance with their terms during any bankruptcy of SIGECO. In addition, the transaction has been structured with the objective of keeping us legally separate from SIGECO and its affiliates in the event of a bankruptcy of SIGECO 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 SIGECO 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 securitization bonds might be similar to the treatment you would receive in a SIGECO bankruptcy if the securitization bonds had been issued directly by SIGECO. A decision by the bankruptcy court that, despite our separateness from SIGECO, our assets and liabilities and those of SIGECO should be substantively consolidated would have a similar effect on you as a bondholder.

We have taken steps together with SIGECO, 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 SIGECO or an affiliate. Nonetheless, these steps might not be completely effective, and thus if SIGECO or an affiliate were to become a debtor in a bankruptcy case, a court

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might order that our assets and liabilities be substantively consolidated with those of SIGECO or such affiliate. This might cause material delays in payment of, or losses on, the securitization bonds and might materially reduce the value of your investment in the securitization bonds. For example:

Please read “How a Bankruptcy May Affect Your Investment.”

The sale of the securitization property might be construed as a financing and not a sale in a case of SIGECO’s bankruptcy which might delay or limit payments on the securitization bonds.

The Securitization Act provides that the characterization of a transfer of securitization 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 SIGECO 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 SIGECO, a party in interest in the bankruptcy might assert that the sale of the securitization 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

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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 SIGECO in the bankruptcy proceedings, although a court might determine that we only have an unsecured claim against SIGECO. See “—The servicer will commingle the securitization charges with other revenues it collects, which might obstruct access to the securitization charges in case of the servicer’s bankruptcy and reduce the value of your investment in the securitization bonds” above. Even if we had a security interest in the securitization property, we might not have access to the related securitization 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 securitization 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 securitization charge collections and therefore the amount and timing of funds available to us to pay securitization bondholders.

If the servicer enters bankruptcy proceedings, the remittance of certain securitization charges by the servicer prior to the date of bankruptcy might constitute preferences, which means these funds might be unavailable to pay amounts owed on the securitization bonds.

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 securitization 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 securitization 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 securitization bonds.

Claims against SIGECO might be limited in the event of a bankruptcy of the seller.

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 could 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 SIGECO 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 SIGECO.

The bankruptcy of SIGECO might limit the remedies available to the trustee.

Upon an event of default for the securitization bonds under the indenture, the Securitization Act permits the trustee to enforce the security interest in the securitization property in accordance with the terms of the indenture. In this capacity, the trustee is permitted to request the Indiana commission or a court of appropriate jurisdiction for an order of sequestration and payment to all securitization bondholders of all revenues arising with respect to

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the related securitization property. There can be no assurance, however, that the Indiana commission or such court would issue this order after a SIGECO 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 Indiana court, and an order requiring an accounting and segregation of the revenues arising from the securitization property. There can be no assurance that a court would grant either order.

OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE SECURITIZATION BONDS

SIGECO’s indemnification obligations under the sale agreement and the servicing agreement are limited and might not be sufficient to protect your investment in the securitization bonds.

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

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

Credit ratings do not indicate the expected rate of payment of principal on the securitization bonds.

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

The ratings merely analyze the probability that we will repay the total principal amount of the securitization bonds at the final maturity date (which is later than the scheduled final payment date) and will make timely interest payments. The ratings are not an indication that the rating agencies believe that principal payments are likely to be paid on time according to the expected sinking fund schedule.

Under Rule 17g-5 of the Exchange Act, NRSROs providing SIGECO, as the sponsor, with the requisite certification will have access to all information posted on a website by SIGECO for the purpose of determining the initial rating and monitoring the rating after the closing date in respect of the securitization bonds. As a result, an NRSRO other than an NRSRO hired by SIGECO (the “hired NRSRO”) may issue ratings on the securitization 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 securitization bonds. Issuance of any Unsolicited Rating will not affect the issuance of the securitization bonds.

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Issuance of an Unsolicited Rating lower than the ratings assigned by the hired NRSRO on the securitization bonds might adversely affect the value of the securitization bonds and, for regulated entities, could affect the status of the securitization bonds as a legal investment or the capital treatment of the securitization bonds. Investors in the securitization 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 SIGECO, 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 SIGECO 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 securitization bonds, a hired NRSRO could withdraw its ratings on the securitization bonds, which could adversely affect the market value of the securitization bonds and/or limit your ability to resell the securitization bonds.

A downgrade of SIGECO’s credit ratings might affect the market value of the securitization bonds.

Although SIGECO is not an obligor on the securitization bonds, a downgrading of the credit ratings on the debt of SIGECO might have an adverse effect on the market value of the securitization 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.

The absence of a secondary market for the securitization bonds might limit your ability to resell the securitization bonds.

The underwriters for the securitization bonds might assist in resales of the securitization bonds, but they are not required to do so. A secondary market for the securitization 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 securitization bonds. We do not anticipate that the securitization bonds will be listed on any securities exchange. Please read “Plan of Distribution” in this prospectus.

You might receive principal payments for a tranche of the securitization bonds later than you expect.

The amount and the rate of collection of the securitization charges for the securitization bonds, together with the related securitization charge adjustments, will generally determine whether there is a delay in the scheduled repayments for any tranche of the securitization bond principal. If the servicer collects the securitization charges at a slower rate than expected, it might have to request adjustments of the securitization charges. If those adjustments are not timely and accurate, you might experience a delay in payments of principal and interest and a decrease in the value of your investment in such tranche of the securitization bonds. Please read “Description of the Securitization Bonds” in this prospectus.

If Indiana law is changed to allow additional securitizations, SIGECO may cause the issuance, by another subsidiary or affiliated entity, of additional securitization bonds secured by additional securitization property that includes a non-bypassable charge on electric customers.

Any new issuance of securitization bonds by another subsidiary or affiliated entity of SIGECO may include terms and provisions that would be unique to that particular issuance. In the event an electric customer does not pay in full all amounts owed under any bill, including securitization charges, SIGECO, as servicer, is expected to be required to allocate any resulting shortfalls in securitization charges ratably based on the amounts of securitization charges owed in respect of the securitization bonds, and amounts owed in respect of other securitization bonds. However, if a dispute arises with respect to the allocation of such securitization charges or other delays occur on account of the administrative burdens of making such allocation, we cannot assure you that any issuance of other securitization bonds by another subsidiary or affiliated entity of SIGECO would not cause reductions or delays in payment of principal and interest on the securitization bonds.

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SIGECO’s operations are subject to risks beyond its control, including cyber-security intrusions, terrorist attacks or other catastrophic events, which could limit SIGECO’s operations and ability to service the securitization property.

SIGECO operates in an industry that requires the use of sophisticated information technology systems and network infrastructure, which control an interconnected system of distribution and transmission systems shared with third parties. Due to increased technology advances, SIGECO and its affiliates have become more reliant on technology to effectively operate its business, including to help run their financial and operations organizations in part to integrate data and reporting activities across SIGECO and its affiliates. A successful physical or cyber-security intrusion may occur despite SIGECO’s security measures or those of its affiliates or the third parties it works with. 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, bugs, terrorist attacks, or other malicious acts. If SIGECO’s or its affiliates’ assets or systems (including those it shares with third parties or otherwise uses) were to fail, be physically damaged, or be breached, and were not recovered in a timely manner, SIGECO may be unable to perform critical business functions, including the distribution of electricity and the metering and billing of electric customers, all of which could materially affect SIGECO’s ability to bill and collect securitization charges or otherwise service the securitization property.

If the investment of collected securitization charges and other funds held by the trustee in the collection account results in investment losses or the investments become illiquid, you may receive payment of principal and interest on the securitization bonds later than you expect.

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 commercial paper, money market funds and repurchase obligations with respect to United States treasuries, among other items. Although the eligible investments as defined in the indenture governing the securitization bonds have traditionally been viewed as highly liquid with a low probability of loss, illiquidity and losses have been experienced by investors in certain eligible investments as a result of disruptions in the financial markets in recent years. If investment losses or illiquidity is experienced, you might experience a delay in payments of principal and interest on the securitization bonds and a decrease in the value of your investment in the securitization bonds.

Regulatory provisions affecting certain investors could adversely affect the liquidity and the regulatory treatment of investments in the securitization bonds.

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 securitizations (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

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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 alternative investment fund manager as defined in regulation 4(1) of the Alternative Investment Fund Managers Regulation 2013 that markets or manages alternative investments funds (as defined in regulation 3 of the Alternative Investment Fund Managers Regulation 2013) in the UK; (e) a management company as defined in section 237(2) of the FSMA; (f) an undertaking for collective investment in transferable securities as defined by section 236A of the FSMA, which is an authorized open ended investment company as defined in section 237(3) of the FSMA; and (g) a CRR firm as defined in Regulation (EU) No 575/2013, as it forms part of UK domestic law by virtue of the EUWA (and certain consolidated affiliates thereof).

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

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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 SIGECO do not believe that the securitization 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 SIGECO believe such transactions are not subject to the European Securitization Rules or the UK Securitization Rules. As such, neither we nor SIGECO, 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 securitization 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 securitization bonds may not be a suitable investment for EU Institutional Investors or UK Institutional Investors. As a result, the price and liquidity of the securitization 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 securitization bonds for investment. Neither we nor SIGECO, 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.

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REVIEW OF THE SECURITIZATION PROPERTY

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

The securitization bonds will be secured under the indenture by the indenture’s trust estate. The principal asset of the indenture’s trust estate is the securitization property. The securitization property is a present property right for purposes of contracts concerning the sale or pledge of property, authorized and created pursuant to the securitization provisions of the Securitization Act and an irrevocable financing order. The securitization property includes the right to impose, collect and receive non-bypassable securitization charges in amounts sufficient to pay on a timely basis scheduled principal and interest on the securitization bonds, including financing and other qualified costs, in connection with the securitization bonds. The securitization charges are payable by all retail customers receiving electric service from SIGECO as of January 4, 2023 (the date of the financing order), including any retail customer of SIGECO that switches to new on-site generation after the date of the financing order, and any future retail electric customers during the term of the securitization bonds. During the twelve months ended December 31, 2022, approximately 43% of SIGECO’s total deliveries in its certificated service territory were to industrial electric customers, approximately 26% were to commercial electric customers and approximately 31% were to residential electric customers. During this period, approximately 91% were to electric customers at distribution voltage and 9% were to electric customers at transmission voltage.

The securitization property is not a static pool of receivables or assets. Securitization charges authorized in the financing order are irrevocable and not subject to reduction, impairment, or adjustment by further action of the Indiana commission, except with respect to a request by SIGECO to retire and refund previously authorized securitization bonds and annual and periodic true-up adjustments to the securitization charges. There is no specified “cap” on the level of securitization charges that may be imposed on consumers of electricity to meet scheduled principal of and interest on the securitization bonds. All revenue, collections, payments, money and proceeds resulting from securitization charges provided for in the financing order are part of the securitization property. The securitization property is described in more detail under “Description of the Securitization Property” in this prospectus.

In the financing order, the Indiana commission, among other things:

Please read “The Securitization Act” and “SIGECO’s Financing Order” in this prospectus for more information.

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The characteristics of securitization property are unlike the characteristics of assets underlying mortgage and other commercial asset securitizations because securitization property is a creature of statute and state regulatory commission proceedings. Because the nature and characteristics of the securitization property and many elements of the securitization bonds securitization are set forth and constrained by the securitization provisions of the Securitization Act, SIGECO, as sponsor, does not select the assets to be securitized in ways common to many securitizations. Moreover, the securitization bonds do not contain origination or underwriting elements similar to typical mortgage or other loan transactions involved in other forms of asset-backed securities. The securitization provisions of the Securitization Act and the Indiana commission require the imposition on, and collection of securitization charges from, all retail consumers receiving electric service from SIGECO as of January 4, 2023 (the date of the financing order), including any retail customer of SIGECO that switches to new on-site generation after the date of the financing order, and any future retail electric customers during the term of the securitization bonds, subject to limited exceptions. Since the securitization charges are assessed against all such electric customers and the true-up adjustment mechanism adjusts for the impact of electric customer defaults, the collectability of the securitization charges is not ultimately dependent upon the credit quality of particular SIGECO electric customers, as would be the case in the absence of the true-up adjustment mechanism.

The review by SIGECO of the securitization property underlying the securitization bonds has involved a number of discrete steps and elements as described in more detail below. First, SIGECO has analyzed and applied the securitization provisions of the Securitization Act’s requirements for securitization of qualified costs in seeking approval of the Indiana commission for the issuance of the financing order and in its application for a financing order with respect to the characteristics of the securitization property to be created pursuant to the financing order. SIGECO worked with its counsel and its structuring advisor in preparing the application for a financing order and with the Indiana commission on the terms of the financing order. Moreover, SIGECO worked with its counsel, its structuring advisor and counsel to the underwriters in preparing the legal agreements that provide for the terms of the securitization bonds and the security for the securitization bonds. SIGECO has analyzed economic issues and practical issues for the scheduled payment of the securitization bonds in terms of impacts of economic factors, potentials for disruptions due to weather or catastrophic events and its own forecasts for electric customer growth as well as the historic accuracy of its prior forecasts.

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

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In connection with the preparation of such models, SIGECO:

As a result of this review, SIGECO has concluded that:

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DESCRIPTION OF THE SECURITIZATION PROPERTY

Creation of the Securitization Property; Financing Order

The Securitization Act defines securitization property as, “the rights and interests of an electric utility, or its successor, under a financing order, including the following (1) the right to impose, collect and receive securitization charges, as authorized under the financing order, in an amount necessary to provide for the full recovery of all qualified costs; (2) the right under the financing order to obtain periodic adjustments of securitization charges . . ., and (3) all revenue, collections, payments, money, and proceeds arising out of the rights and interests” of the electric utility under the financing order. The securitization bonds will be secured by the securitization property, as well as the other collateral described under “Description of the Securitization Bonds—The Security for the Securitization Bonds.”

In addition to the right to impose, collect and receive securitization charges, the financing order:

The financing order approved the form of issuance advice letter and included a process whereby an updated form of issuance advice letter will be submitted by SIGECO to the Indiana commission at least two weeks before marketing the securitization bonds. SIGECO also submitted a form of securitization tariff (called the “Securitization of Coal Plants Tariff” or “SCP”) as part of its application for a financing order and the Indiana commission approved this tariff in the financing order. SIGECO will complete and file both documents with the Indiana commission within three business days after the pricing of the securitization bonds. The issuance advice letter will confirm to the Indiana commission the interest rate and expected sinking fund schedule for the securitization bonds and sets forth the actual dollar amount of the initial securitization charges as described below under “SIGECO’s Financing Order—Issuance Advice Letter.” The Indiana commission will issue any rejection of the issuance advice letter prior to noon on the fourth business day after the pricing of the securitization bonds.

Tariff; Securitization Charges

The rate schedule within the Securitization of Coal Plants Tariff establishes the initial securitization charges. The rate schedule within the Securitization of Coal Plants Tariff also implements the procedures for periodic adjustments to the securitization charges, the payment of securitization charges and the periodic procedures allowing SIGECO as servicer to reconcile the amount of securitization charges collections with the periodic payment requirement.

The securitization charges will be payable by all existing and future SIGECO (or its successor’s) retail electric customers and customer rate classes who receive any type of electric service from SIGECO (or its successor).

For purposes of billing securitization charges, each customer will be designated as a customer belonging to one of the securitization charge customer rate classes set forth below. For customers designated as a customer belonging to the street lighting customer class, 0.45% of the securitization charge revenue requirement will be

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allocated to those customers before the 4CP allocation factor comes into effect. Under the terms of the financing order, SIGECO will then allocate the remaining securitization charges among securitization charge customer rate classes as follows:

The non-bypassable securitization charge applicable to each securitization charge customer rate class for any period will be determined based on the allocation percentage of such class, the amount necessary to make payments of principal and interest on the securitization bonds for the related period, and the most recent annual base revenue forecast. The true-up adjustment methodology approved in the financing order requires that any delinquencies or under-collections in one customer rate class will be taken into account in the application of the true-up mechanism to adjust the securitization charges for all customers, not just the class of customers from which the delinquency or under-collection arose.

The securitization charges will be adjusted annually, or more frequently under certain circumstances, by the servicer in accordance with its filings with the Indiana commission. SIGECO estimates that on an annualized basis the initial securitization charges would represent approximately 5.4% of the total bill received by a 1,000 kWh residential customer based on rates as of March 31, 2023.

Billing and Collection Terms and Conditions

Generally, bills are rendered monthly to all customers and are payable within 17 calendar days from mailing. Billing is expected to begin within one business day upon issuance of the securitization bonds. Customers are billed in established cycles, with the total number of days between meter readings generally ranging from 25 to 35 days. SIGECO has some residential and general service customers that require manual billing due to more complex billing arrangements that are dictated by contractual terms.

SIGECO, as the initial servicer of the securitization bonds will bill and collect the securitization charges as described in the servicing agreement and remit those amounts to the trustee on our behalf. We are a Delaware limited liability company subsidiary special purpose entity created by SIGECO to facilitate the securitization. The servicer will perform these functions for us in accordance with the servicing agreement by and between SIGECO, as the initial servicer, and us. If the servicer defaults on its obligations under the servicing agreement, the trustee may appoint a successor servicer, subject to the terms and conditions of the servicing agreement.

The securitization bonds will be issued pursuant to an indenture and series supplement administered by the trustee. The indenture will include provisions for a collection account and subaccounts for the collection and administration of the securitization charges and payment or funding of the principal and interest on the securitization bonds and other costs. We will establish a collection account as a trust account to be held by the trustee as collateral for the payment of the scheduled principal, interest, and other costs approved in the financing

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order. The collection account will include the general subaccount, the capital subaccount, and the excess funds subaccount, and may include other subaccounts. The servicer will remit securitization charges to the trustee, which will deposit such remittances into a general subaccount. Upon issuance of the securitization bonds, SIGECO will make a capital contribution to us in an amount equal to 0.5% of the initial aggregate principal amount of the securitization bonds and we will deposit such contribution into a capital subaccount. The capital subaccount will serve as collateral for timely payments of principal and interest on the securitization bonds. An excess funds subaccount will hold any securitization charge remittances and investment earnings on the collection account (other than earnings attributable to the capital subaccount and released under the terms of the Indenture) in excess of the amounts needed to pay principal and interest on the securitization bonds and to pay ongoing costs related to the securitization bonds (including replenishing the capital subaccount). Any balance in or allocated to the excess funds subaccount on a true-up adjustment date will be subtracted from the payments to be made on the next payment date for purposes of the true-up adjustment. The servicer is required to make annual adjustments to the securitization charges to correct any under-collection or over-collection of securitization charges during the preceding twelve months and ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the securitization bonds. If remitted securitization charges are insufficient to make payments of principal and interest on the securitization bonds and other costs approved in the financing order, then the excess funds subaccount, and the capital subaccount will be drawn down, in that order, to make those payments. The servicer may perform periodic true-ups as necessary to ensure that the amount collected from securitization charges is sufficient to service the securitization bonds. There will also be mandatory quarterly true-up adjustments for the securitization bonds remaining outstanding beginning the year immediately preceding the scheduled final payment date for the longest maturing tranche of the securitization bonds.

The Securitization Act and the financing order provide that the obligation to pay securitization charges is not subject to any right of set-off, counterclaim, surcharge, or defense by SIGECO or any other person, or in connection with the bankruptcy or insolvency of SIGECO or any other entity and that securitization charges are “non-bypassable.”

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THE SECURITIZATION ACT

Overview

On April 14, 2021, the Indiana Legislature enacted the Pilot Program for Cost Securitization for Retired Electric Utility Assets, providing for a financing mechanism through which electric utilities can use securitization financing to recover undepreciated asset balances and other costs associated with generation facilities that will be retired in the next 24 months of when the petition is filed by issuing “securitization bonds.” On May 10, 2022, SIGECO made a filing with the Indiana commission requesting authorization for SIGECO to use securitization financing to recover its qualified costs related to A.B. Brown Units 1 and 2. Securitization bonds must be approved in a financing order issued by the Indiana commission. This provision of Indiana law, the Securitization Act, as amended, is codified at Ind. Code ch. 8-1-40.5. An Indiana electric utility with qualified costs that are at least five percent of the electric utility’s total jurisdictional electric rate base subject to the jurisdiction of the Indiana commission needs to apply to the Indiana commission in order for a financing order under the Securitization Act to authorize the issuance of securitization bonds.

Indiana electric utilities have relied on coal-fired generation facilities to generate significant portions of their electric needs. Many of the coal-fired generation facilities serving Indiana are aging and the integrated resource plans conducted by Indiana electric utilities to evaluate future generation needs are indicating retiring these plants and replacing them with gas and renewable generation offers a lower cost for customers. This transition has the potential to impact the affordability of electric service in Indiana. Seeking alternatives to manage this electric generation transition, the Indiana Legislature enacted the Securitization Act allowing SIGECO to use securitization financing to recover costs related to two of its retiring coal-generation units. This pilot program will help Indiana evaluate the financial benefits securitization financing can provide through this transition.

As provided in the Securitization Act and the financing order, SIGECO’s customers will pay the securitization charges, which are non-bypassable charges included in their monthly charges for electric service. The securitization charges will fund payments of principal and interest on the securitization bonds, together with related financing costs. The securitization charges will be collected by SIGECO, as initial servicer, or its successor, as provided for in the financing order and the servicing agreement. The securitization charges are required to be adjusted at least 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 securitization bonds until the next adjustment pursuant to a subsequent true-up calculation. Pursuant to the servicing agreement, there will be true-up adjustments at least quarterly for the securitization bonds remaining outstanding beginning the year immediately preceding the scheduled final payment date for the longest maturing tranche of the securitization bonds.

SIGECO May Securitize Qualified Costs and Related Upfront and Ongoing Financing Costs

SIGECO May Issue Securitization Bonds to Recover SIGECO’s Qualified Costs.

Under the Securitization Act, the Indiana commission may issue financing orders approving the issuance of securitization bonds, such as the securitization bonds to recover an electric utility’s qualified costs in an amount determined by the Indiana commission. An electric utility, its successors or an assignee of the electric utility may issue securitization bonds. The Securitization Act requires the proceeds of securitization bonds to be used solely for the purposes of reimbursing the electric utility for qualified costs. Securitization bonds are secured by and payable from securitization property, which includes the right to impose, collect and receive securitization charges, to obtain periodic adjustments to such charges as provided in the financing order and all revenue, collections, claims, payments, money and proceeds arising from the foregoing rights and interests. Under the financing order, the securitization bonds may have a legal final maturity of up to 20 years. Securitization charges can be imposed only when and to the extent that securitization bonds are issued.

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Creation of the Securitization Property.

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 SIGECO the securitization property, which is a present property right for purposes of contracts in favor of SIGECO, its transferees and other financing parties, to impose, collect and receive the securitization charges from SIGECO’s customers.

A Financing Order is Irrevocable.

A financing order, once effective, together with the securitization charges authorized in such financing order, is irrevocable and not subject to reduction, impairment or adjustment by the Indiana commission, except for adjustments pursuant to the Securitization Act in order to correct over-collections or under-collections and to ensure the expected recovery of amounts sufficient to provide timely payment of debt service and all other required amounts and charges in connection with the related securitization 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 securitization bonds if such retirement or refunding would result in lower securitization charges.

State and Commission Pledges.

The State of Indiana and its agencies, including the Indiana commission, have pledged for the benefit and protection of financing parties and SIGECO that, pursuant to the Securitization Act, the State of Indiana and the Indiana commission, as an administrative agency of the state, will not: (a) take or permit any action that would impair the value of the securitization property; or (b) reduce or alter (except pursuant to periodic true-up adjustments), or impair the securitization charges to be imposed, collected, and remitted to financing parties under the Securitization Act until the principal, interest, and premium, and other charges incurred or contracts to be performed in connection with the securitization bonds have been paid and performed in full.

Constitutional Matters

To date, no federal or Indiana cases addressing the repeal or amendment of the Securitization Act or 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 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 case law, Baker Botts L.L.P., as counsel to SIGECO and us, expects to deliver an opinion, prior to the closing of the offering of the securitization bonds described in this prospectus, to the effect that the State pledge described above unambiguously indicates the State’s intent to be bound with the securitization bondholders and, subject to all of the qualifications, limitations and assumptions set forth in its opinion, supports the conclusion that the State pledge constitutes a binding contractual relationship between the State and the securitization bondholders for purposes of the Federal Contract Clause. Subject to all of the qualifications, limitations and assumptions set forth in such opinion, including that any impairment of the contract be “substantial,” the opinion of Baker Botts L.L.P. is expected to state that a reviewing court of competent jurisdiction would hold that the State of Indiana could not constitutionally repeal or amend the Securitization Act or take any other action contravening the State pledge and creating an impairment, unless such court would determine that such impairment clearly is a reasonable and necessary exercise of the State of Indiana’s sovereign powers based upon reasonable conditions and of a character reasonable and appropriate to the emergency or other significant and legitimate public purpose justifying such action. In addition, Barnes & Thornburg LLP expects to deliver an opinion, prior to the closing of the offering of the securitization bonds described in this prospectus, subject to all of the qualifications, limitations and assumptions set forth in its opinion, to the effect that a reviewing court of competent jurisdiction would hold that any action by the State of Indiana of a legislative character in contravention of the State pledge

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that (A) repeals or amends the State pledge; (B) repeals or amends the Securitization Act; (C) impairs the value of the securitization property, except for annual and periodic true-up adjustments as provided in Indiana Code § 8-1-40.5-12(c); or (D) reduces or alters the securitization charges except for annual and periodic true-up adjustments as provided in Indiana Code § 8-1-40.5-12(c), so as to impair: (i) the terms of the indenture or the securitization bonds; or (ii) the rights and remedies of the securitization bondholders (or the trustee acting on their behalf), prior to the time the securitization bonds are fully paid and discharged, would violate the Indiana Contract Clause.

Baker Botts L.L.P., subject to all of the qualifications, limitations and assumptions (including the assumption that any impairment would be “substantial”) set forth in its opinion, is also expected to state in its opinion that a Indiana state court reviewing an appeal of Indiana commission action of a legislative character would conclude that the Indiana commission pledge (i) creates a binding contractual obligation of the State of Indiana for purposes of the Federal Contract Clause and (ii) provides a basis upon which the securitization bondholders could challenge successfully on appeal any such action by the Indiana commission of a legislative character, including the rescission or amendment of the financing order, that such court determines violates the Indiana commission pledge in a manner that substantially reduces, alters or impairs the value of the securitization property including the securitization charges, prior to the time that the securitization bondholders are fully paid and discharged, unless there is a judicial finding that the Indiana 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 Indiana legislature adversely affecting the securitization property or the ability to collect securitization charges may be considered a “taking” under the United States or Indiana Constitutions. Baker Botts L.L.P. has advised us that it is not aware of any federal, and Barnes & Thornburg LLP has advised us that it is not aware of any Indiana, court cases addressing the applicability of the Takings Clause of the United States or Indiana Constitution, respectively, 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 in contravention of the State pledge, 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 Indiana Constitution, Baker Botts L.L.P. and Barnes & Thornburg LLP, respectively, expect to render an opinion, prior to the closing of the offering of the securitization bonds described in this prospectus, to the effect that, under the existing case law of the respective courts each opinion is covering, a reviewing court of competent jurisdiction would hold, subject to all of the qualifications, limitations and assumptions set forth in each respective opinion, if it concludes that the securitization property is protected by the Takings Clause of the United States Constitution (or the Takings Clause of the Indiana Constitution with respect to the opinion of Barnes & Thornburg LLP), that the State would be required to pay just compensation to the securitization bondholders, as determined by such court, if the Indiana legislature repealed or amended the Securitization Act in contravention of the State pledge 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 securitization bondholders in the securitization property and deprived the securitization bondholders of their reasonable expectations arising from their investments in the securitization bonds. In examining whether action of the Indiana 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 securitization 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 securitization bonds.

In connection with the foregoing, Baker Botts L.L.P. has advised us that issues relating to the Takings Clause of the United States Constitution, and Barnes & Thornburg LLP has advised us that issues relating to the Contract and Takings Clauses of the Indiana Constitution, 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 precedents that are

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directly on point. The opinions described above will be subject to the qualifications included in them. The degree of impairment necessary to meet the standards for relief under a Takings Clause analysis or Contract Clause analysis could be substantially in excess of what a securitization bondholder would consider material.

In addition, Baker Botts L.L.P. expects to render an opinion, prior to the closing of the offering of the securitization bonds described in this prospectus, to the effect that under existing case law and subject to all of the qualifications, limitations and assumptions set forth in its opinion, a reviewing court of competent jurisdiction would hold that the State pledge does not constitute an impermissible attempt to “contract away” the police power of the State of Indiana, and would not be disregarded under the reserved powers doctrine, and Barnes & Thornburg LLP expects to render an opinion, prior to the closing of the offering of the securitization bonds described in this prospectus, to the effect that under existing case law, a reviewing court of competent jurisdiction would hold that the State pledge is constitutional in all material respects under the Indiana Constitution.

We and SIGECO will file a copy of each of the Baker Botts L.L.P. and Barnes & Thornburg LLP opinions as exhibits 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 Indiana Commission May Adjust Securitization Charges

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

In addition to the annual true-up, at least monthly, the servicer will review, and update as appropriate, the data and assumptions underlying the calculation of the securitization charges, and periodic true-ups as required in the servicing agreement will be performed as necessary to ensure that the amount collected from securitization charges is sufficient to pay principal and interest on the securitization bonds and ensure timely and complete payment of other required amounts and charges in connection with the securitization bonds. Pursuant to the servicing agreement, there will be true-up adjustments at least quarterly for the securitization bonds remaining outstanding beginning the year immediately preceding the scheduled final payment date for the longest maturing tranche of the securitization bonds.

Securitization Charges are Non-bypassable

The Securitization Act provides that the securitization charges are non-bypassable subject to the terms of the financing order. Under the financing order, “non-bypassable” means the securitization charges are payable by all customers and customer rate classes of SIGECO (or its successors), including any customer that (1) is participating in a net metering program, a distributed generation program, or a feed-in-tariff program offered by the electric utility or (2) supplies at least part of the customer’s own electricity demand. The financing order provides that the servicer is entitled to bill and collect and must remit, consistent with the financing order and the servicing agreement, the securitization charges from all retail consumers receiving service from SIGECO as of the date of the financing order and any future retail customers during the term of the securitization bonds. Any electric retail customer of SIGECO as of the date of the financing order that switches to new on-site generation is required to continue paying the securitization charges. In order to ensure that the Securitization Act’s directive of non-bypassability is met, the financing order authorizes assessment of the securitization charges based on

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metered kWh for most customers, with a minimum bill applied for residential, small general service, demand general service and off-season service which are the four customer rate classes containing all of SIGECO’s Rider Net Metering (“Rider NM”) and Rider Excess Distributed Generation (“Rider EDG”) customers.

The Securitization Charges will be calculated as a volumetric rate using the budgeted kilowatt-hour (“kWh”) sales for each customer rate class, with the exception of Residential (“RS”), Small General Service (“SGS”), and Demand General Service (“DGS”), which will be divided by effective sales in kWh to derive a volumetric rate that incorporates a “minimum bill” approach for these customer rate classes containing all of SIGECO’s Net Metering (“NM”) and Excess Distributed Generation (“EDG”) customers. These customer classes would be subject to a minimum bill when monthly usage falls below a minimum threshold. Off-Season Service (“OSS”) customers will also be subject to a minimum bill using the methodology employed for DGS customers. The proposed calculation is designed to ensure the securitization charges are non-bypassable for these classes in compliance with the Securitization Act.

The Securitization Act Protects Securitization Bondholders’ Security Interest on Securitization Property

The Securitization Act provides that a valid and enforceable lien and security interest in securitization property will attach only after the issuance of a financing order and the execution and delivery of a security agreement in connection with the issuance of the securitization bonds. The security interest attaches automatically from the time that value is received for the securitization bonds.

The lien and security interests constitute a continuously perfected lien and security interests in the securitization property and all proceeds of the securitization property, whether or not accrued. If a financing statement is filed with respect to the security interest in accordance with Indiana Code Article 26-1, the security interest will have priority in the order of perfection and take precedence over any subsequent judicial lien or other creditor’s lien. Transfer of an interest in the securitization property to an assignee is perfected against all third parties, including subsequent judicial or other lien creditors, if a financing statement is filed with respect to the transfer in accordance with Indiana Code Article 26-1.

The Securitization Act provides that priority of a lien and security interest in securitization property will not be impaired by:

Please read “Risk Factors—Risks Associated with the Unusual Nature of the Securitization Property.”

The Securitization Act Characterizes the Transfer of Securitization Property as a True Sale

The Securitization Act provides that an electric utility’s or an assignee’s transfer of securitization property is a “true sale” under Indiana law and is not a secured transaction, and that the transferor’s title, both legal and equitable passes to the person to which the securitization property is transferred, if the agreement governing that transfer expressly states that the transfer is a sale or is an other absolute transfer. Please read “The Sale Agreement” and “Risk Factors— Risks Associated with Potential Bankruptcy Proceedings of the Seller or the Servicer.”

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SIGECO’S FINANCING ORDER

Background. On May 10, 2022, SIGECO made a filing with the Indiana commission requesting authorization for SIGECO to use securitization financing to recover its qualified costs related to A.B. Brown Units 1 and 2. SIGECO plans to retire the two coal-fired generating units by October 15, 2023 and sought approval for securitization as a means to mitigate the ratepayer impact of the retirement of A.B. Brown Units 1 and 2 by financing the remaining qualified costs related to the retirement of those units through securitization bonds rather than recovering those costs through traditional ratemaking practices. On January 4, 2023, the Indiana commission issued its final order determining that SIGECO is authorized, pursuant to the Securitization Act, to finance, through the issuance of securitization bonds in the amount of up to $350,125,000. The financing order also authorized: (1) SIGECO’s proposed financing structure and issuance of the securitization bonds; (2) creation of the securitization property, including the right for the imposition, collection and periodic adjustments of the securitization charges sufficient to pay the securitization bonds and associated financing costs; (3) the sale of the securitization property by SIGECO to us; (4) a rate schedule to implement the securitization charges; and (5) additional rate schedules to implement a rate reduction corresponding to the removal of A.B. Brown Units 1 and 2 related charges from customer rates and an accumulated deferred income tax (“ADIT”) credit to ensure that customers receive the full benefit of ADIT associated with the retiring assets. The financing order became final and nonappealable on February 3, 2023.

The financing order provides that if the securitization bonds were not issued within 90 days of the financing order becoming final and nonappealable, the Indiana commission could extend the 90-day period upon SIGECO’s request. On April 10, 2023, SIGECO filed a petition with the Indiana commission in accordance with the Securitization Act to extend the 90-day period. On May 3, 2023, the Indiana commission issued an order granting SIGECO’s petition for extension and extending the time period for SIGECO to issue the securitization bonds until August 4, 2023. The extension order became final and nonappealable on June 2, 2023.

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

The financing order provides that the Indiana commission guarantees it will act pursuant to the financing order as authorized by the Securitization Act to ensure that expected securitization charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the securitization bonds, including financing and other ongoing costs in connection with the securitization bonds.

Issuance of Securitization Bonds. The financing order authorizes SIGECO to cause us to issue securitization bonds in an aggregate principal amount of up to $350,125,000.

Collection of Securitization Charges. The financing order authorizes SIGECO to collect the securitization charges from its customers in an amount sufficient to pay principal and interest on the securitization bonds and ensure timely and complete payment of other required amounts and charges in connection with the securitization bonds.

There is no “cap” on the level of securitization charges that may be imposed on customers to pay on a timely basis scheduled principal and interest on the securitization bonds. Pursuant to the financing order, the securitization charges will be imposed until the securitization bonds and all related financing costs have been paid in full. Under the financing order, the securitization bonds may have a legal final maturity of up to 20 years.

Issuance Advice Letter. At least two weeks before marketing the securitization bonds, SIGECO is required to submit to the Indiana commission an updated draft issuance advice letter including then-current market conditions and the decision on whether any additional credit enhancements will be included. Following the determination of the final terms of the securitization bonds and prior to their issuance, SIGECO is required to submit to the Indiana commission no later than three business days after the pricing of the securitization bonds a final issuance advice letter, in order to provide the Indiana commission the opportunity to review and reject the issuance before noon on the following business day. In the absence of action by the Indiana commission within

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this time period to reject, the issuance advice letter and the transactions contemplated thereby shall be considered in compliance with the financing order. Contemporaneously with the submission of the final issuance advice letter, SIGECO must certify to the Indiana commission that the structuring, pricing and financing costs of the securitization bonds and the imposition of the proposed securitization charges will result in the net present value of the total securitization charges to be collected being less than the amount that would be recovered through traditional ratemaking and that the structuring and expected pricing of the securitization bonds will result in reasonable terms consistent with market conditions and the terms of the financing order.

Rate Schedules. We are required, prior to the implementation of any securitization charges, to complete and file rate schedules in the form of the Securitization Rate Reduction Tariff, Securitization ADIT Credit Tariff and Securitization of Coal Plants Tariff pursuant to the financing order. The rate schedules within the Securitization of Coal Plants Tariff establish the initial securitization charges. In the event a customer in a class not subject to the minimum bill within the approved Securitization of Coal Plants Tariff exhibits such characteristics or participates in a program similar to net metering, distributed generation, or a feed-in tariff, SIGECO must submit a revised tariff reflecting a securitization charge for that class using the same minimum threshold methodology used for the initial securitization charges.

True-Ups. The financing order provides that securitization charges will be reviewed and adjusted at least annually to:

The procedures for periodic adjustments to the securitization charges are set forth within the financing order and the servicing agreement. In addition to the annual true-up, at least monthly, the servicer will review, and update as appropriate, the data and assumptions, underlying the calculation of the securitization charges, and periodic true-ups as required in the servicing agreement will be performed as necessary to ensure that the amount collected from securitization charges is sufficient to pay principal and interest on the securitization bonds and ensure timely and complete payment of other required amounts and charges in connection with the securitization bonds. Pursuant to the servicing agreement, there shall be true-up adjustments at least quarterly for the securitization bonds remaining outstanding beginning the year immediately preceding the scheduled final payment date for the longest maturing tranche of the securitization bonds.

Any over- or under-recovery variance for purposes of the true-up mechanism will be determined by month and by rate schedule by comparing actual recoveries to the approved recoveries from the securitization charges for the same period. Any over-collection or under-collection will be given back or charged to customers, respectively, initially based on 4CP allocation regardless of how each rate class contributed to the over-collection or under-collection (with such 4CP allocation subject to change by future orders of the Indiana commission in a docketed proceeding).

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

Irrevocability and State Pledge. The financing order and the securitization charges authorized in the financing order are irrevocable and not subject to reduction, impairment or adjustment by further action of the Commission except with respect to a true-up adjustment of the securitization charges. The State of Indiana, and the Indiana commission, as an administrative agency of the State of Indiana, have pledged that each will not (i) take or permit any action that would impair the value of the securitization property or (ii) reduce or alter, except pursuant

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to the true-up mechanism, or impair the securitization charges to be imposed, collected, and remitted to financing parties under the Securitization Act; until the principal, interest, and premium, and other charges incurred or contracts to be performed in connection with the securitization bonds have been paid or performed in full.

Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions.”

Adjustments to Allocation of Securitization Charges. The financing order provides that the securitization charges will be imposed on all retail customers based on customer rate class based on the allocation factors of each customer rate class. The initial allocation will be based upon the 4CP method with modifications for street lighting customers who would have a zero percent allocation under 4CP and with minimum charges for residential, small general service, demand general service and off-season service customers to ensure the securitization charges are applied to all customers and customer rate classes (with such 4CP allocation subject to change by future orders of the Indiana commission in a docketed proceeding).

The Securitization Charges will be calculated as a volumetric rate using the budgeted kWh sales for each customer rate class, with the exception of the RS, SGS and DGS customer rate classes, which will be divided by effective sales in kWh to employ a “minimum bill” approach for these customer rate classes containing all of SIGECO’s NM and EDG customers. OSS customers will also be subject to a minimum bill using the methodology employed for DGS customers. The proposed calculation is designed to ensure the securitization charges are non-bypassable for these classes in compliance with the Securitization Act.

The financing order provides that future changes to the allocation will be addressed in future general rate cases or other docketed proceedings, provided the changes are consistent with the Securitization Act.

Any over- or under-recovery variance for purposes of the true-up mechanism will be determined by month and by rate schedule by comparing actual recoveries to the approved recoveries from the securitization charges for the same period. Any over-collection or under-collection will be given back or charged to customers, respectively, initially based on 4CP allocation regardless of how each rate class contributed to the over-collection or under-collection (with such 4CP allocation subject to change by future orders of the Indiana commission in a docketed proceeding).

Servicing Agreement. The Indiana commission found that the servicing agreement—which is described under “The Servicing Agreement” in this prospectus—and under which SIGECO is the initial servicer, is in the public interest. The financing order authorizes the indenture trustee to replace SIGECO as the initial servicer under the servicing agreement upon the occurrence of an event of default under the servicing agreement; provided however that no entity may replace SIGECO as the servicer in any of its servicing functions with respect to the securitization charges and the securitization property if the replacement would cause any of the then current credit ratings of the securitization bonds to be suspended, withdrawn or downgraded.

Binding on Successors. The financing order, along with the securitization charges authorized in the financing order, is binding on:

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THE DEPOSITOR, SELLER, INITIAL SERVICER AND SPONSOR

About SIGECO

Background Information. SIGECO owns and operates electric transmission and distribution systems and power generation facilities to provide service in its assigned electric service territory in Southwestern Indiana. SIGECO’s retail public utility operations are subject to regulation by the Indiana commission, and SIGECO is subject to Federal Energy Regulatory Commission regulation as an electric public utility. SIGECO is a member and participant of the Midcontinent Independent System Operator (MISO), which serves the electric transmission needs of the midcontinent region of the United States.

As of December 31, 2022, SIGECO supplied electric service to 132,402 residential customers and 19,249 commercial and industrial customers. As of December 31, 2022, SIGECO owned and operated 1,021 circuit miles of electric transmission lines and 4,615 circuit miles of electric distribution lines in Indiana. As of December 31, 2022, SIGECO had 1,212 megawatts of installed generating capacity, consisting of 995 megawatts of coal-fired generation, 163 megawatts of gas-fired generation and 54 megawatts of solar-powered generation. The map below sets forth SIGECO’s electric utility service territory and the location of its electric generating units.

As of December 31, 2022, SIGECO had coal-fired generation units with installed capacity of 995 megawatts, natural gas-fired generation units with installed capacity of 163 megawatts, solar units with installed capacity of 54 megawatts, and long-term purchase supply agreements with a combined total of 112 megawatts. The charts

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below set forth SIGECO’s electric generation by source as of December 31, 2022 and SIGECO’s projected electric generation by source as of December 31, 2025.

The following tables set forth SIGECO’s projected clean energy generation projects as of December 31, 2025, as well as the target in service dates and expected recovery mechanism for such projects.

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There are no other electric transmission and distribution utilities in SIGECO’s service area. SIGECO is a vertically integrated utility that owns the generation, transmission, and distribution components of a utility. For another provider of transmission and distribution services to provide such services in SIGECO’s territory, it would be required to obtain Indiana commission approval of such service territory. Indiana service territory certificates are exclusive. Distributed generation (i.e. power generation located at or near the point of consumption) could result in reduced demand for SIGECO’s distribution services but has not been a significant factor to date.

SIGECO’s electric service revenues are primarily derived from rates that it collects from customers in its service territory based on the amount of electricity it delivers. SIGECO’s revenues and results of operations are subject to seasonality, weather conditions and other changes in electricity usage, with revenues generally being higher during the warmer months when more electricity is used for cooling purposes, and during cooler months when more electricity is used for heating purposes.

SIGECO’s service territory is located in southwest Indiana along the Ohio River, known for industrial barge activity. The business diversity in the greater southwest Indiana geographic area includes key industries such as advanced manufacturing, health and life sciences, logistics and transportation, and higher education. As of December 31, 2022, SIGECO had an estimated rate base of $2.3 billion and SIGECO’s natural gas utility operations had 115,145 customers with 3,120 miles of distribution mains and 2,135 miles of service lines. The securitization bonds will be excluded from SIGECO’s authorized capital structure.

Environmental, Social, and Governance Goals. CenterPoint Energy, the ultimate parent company of SIGECO, is accelerating its efforts to protect the environment, manage social relationships, govern responsibly, and ensure accountability. In September 2021, CenterPoint Energy announced its net zero emission goals for Scope 1 and certain Scope 2 emissions by 2035 and a 20-30% reduction in certain Scope 3 emissions by 2035 as compared to 2021 levels. CenterPoint Energy’s analysis and plan for execution requires it to make a number of assumptions. These goals and underlying assumptions involve risks and uncertainties and are not guarantees. CenterPoint Energy strives to integrate its sustainability practices, progress and performance into its company strategy.

The generation project timeline below sets forth SIGECO’s generation transition as included in SIGECO’s Integrated Resources Plan that was presented to stakeholders in SIGECO’s public stakeholder meeting on April 26, 2023, and was submitted to the Indiana commission on May 26, 2023.

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SIGECO strives to help realize CenterPoint Energy’s carbon reduction targets through it transition plan. SIGECO’s investments are expected to contribute to CenterPoint Energy’s pursuit to achieve its net zero emission goals.

Executive Offices. SIGECO’s principal executive offices are located at 211 NW Riverside Drive, Evansville, Indiana 47708. The phone number at this address is (713) 207-1111.

Where to Find Information About SIGECO. Our sponsor and sole member, SIGECO, is an indirect wholly owned subsidiary of CenterPoint Energy. CenterPoint Energy is required to file periodic reports with the SEC. These SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov. CenterPoint Energy maintains a website at https://investors.centerpointenergy.com, where it posts its SEC filings. Except as specifically provided in this prospectus, no other information contained on that website constitutes part of this prospectus.

CenterPoint Energy, through its subsidiaries, owns and operates regulated electric transmission, distribution and generation facilities and natural gas distribution facilities and provides energy services and other related activities. CenterPoint Energy’s electric and natural gas businesses operate in six states across the U.S. midcontinent. In addition to SIGECO, CenterPoint Energy has the following indirect wholly owned natural gas utility subsidiaries: CenterPoint Energy Resources Corp., Indiana Gas Company, Inc., Vectren Energy Delivery of Ohio, LLC, as well as an indirect wholly owned electric transmission and distribution electric utility subsidiary, CenterPoint Energy Houston Electric, LLC (“CEHE”). As of March 31, 2023, CenterPoint Energy had a market capitalization of approximately $19 billion with total assets of approximately $38 billion. As of December 31, 2022, SIGECO represented approximately 11% of CenterPoint Energy’s consolidated rate base of $20.8 billion.

Servicing Experience

Since 2001, CEHE, an indirect wholly owned subsidiary of CenterPoint Energy and an affiliate of SIGECO, has sponsored and acted as servicer for five separate series of utility rate tariff bonds similar to the securitization bonds totaling more than $5.4 billion of initial principal amount. Four of the series of CEHE utility rate tariff bonds have been paid in full with one series of CEHE utility rate tariff bonds currently outstanding—$240.5 million principal amount of 2012 Senior Secured Transition Bonds of CenterPoint Energy Transition Bond Company IV, LLC (“CEHE BondCo IV Bonds”) outstanding as of the date of this prospectus. From the date of issuance of such bonds to their final maturity with respect to such bonds that have been paid in full and to the most recent payment date with respect to the CEHE BondCo IV Bonds, CEHE 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.

SIGECO’s Retail Electric Customer Base and Electric Energy Consumption

The following tables show electric retail revenue, average retail electric customers and sales of electricity for each of SIGECO’s electric customer classes for the five preceding years. There can be no assurances that the electric retail revenue, average number of retail electric 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.

Retail Revenue by Electric Customer Class

($ in millions)

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Electric Retail Sales by Electric Customer Class*

(MWh)

Percentage Concentration Within SIGECO’s Large Industrial Customers

For the year ended December 31, 2022, SIGECO’s ten largest customers based on sales represented approximately 25% of SIGECO’s retail electricity sales. All ten customers are industrial class accounts. There are no material concentrations in the residential and commercial classes.

Forecasting Electricity Consumption

SIGECO creates a consumption forecast separately for each customer class. SIGECO breaks the forecast into two parts: a customer forecast and a use per customer forecast. These two parts are then multiplied together by SIGECO to get forecasted usage in kWh.

Customer Forecast. For residential customers, SIGECO uses either a forecast of population or households in the Evansville area as an exogenous driver. For commercial customers, SIGECO uses employment in various commercial sectors as a driver for growth. Seasonal patterns in customer additions are also considered.

Use Per Customer. SIGECO’s residential use per customer forecast is based on a statistically adjusted end use model (“SAE”). This method combines a traditional statistical regression model with detailed end use information including efficiency standard changes over time. This results in an economic model that captures both short term energy use impacts as well as long-term structural changes. SIGECO’s model combines appliance saturation rates, efficiency, income, fuel price and household size with heating and cooling degree days (for heating and cooling) and billing days (for other) to create a term for heating, cooling and other.

SIGECO’s commercial use per customer forecast is also based on an SAE model for the commercial sector. This reflects efficiency trends and square footage estimates by building type and end use. This is then calibrated to SIGECO commercial sales. The economic drivers for the commercial sector are employment and output in manufacturing and non-manufacturing sectors. The economic data comes from IHS Markit forecast for Evansville (metro level) and Indiana (state level).

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SIGECO’s large industrial customer and volume forecast are created separately in which customer specific data is the basis and then combined into rate classes. The forecast is based on the current state plus known changes expected in the coming years and growth based on an econometric regression.

Annual Forecast Variance For Electric Consumption (MWh)*

Credit Policy; Billing Process; Collections Process; Termination of Service

SIGECO bills its electric customers directly, and its current credit policies, billing process, and termination of service policies are described below. Except as otherwise indicated, all information below pertains only to SIGECO’s electric customers.

Moratoriums and Payment Plans

SIGECO’s winter moratorium on termination of service for low-income customers is October 15 through March 15. During 2021 and 2022, SIGECO offered payment plans to 1.2% of its natural gas and electric retail customer base.

Credit Policy

SIGECO is required to provide electric utility service to applicants within its designated service territory once outstanding debts are cleared and any deposit requirements are met. Using information provided by the Banner system, SIGECO determines whether SIGECO has previously provided service to an applicant. SIGECO also uses Experian for credit checks. Certain accounts are secured with deposits or guarantees as a precautionary measure. The amount of the deposit for residential customers is $70. SIGECO does not accept third party guarantors for commercial accounts. SIGECO’s current business practices require non-residential customers to provide deposits that are based on the amount of the two highest months’ usage based upon the most recent

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twelve months’ historical usage or projected annual usage. Indiana commission rules require SIGECO to pay simple interest at a rate determined annually, currently, at a rate of 6.00% for any cash deposits held by SIGECO on a customer’s account.

SIGECO pulls credit scores for new natural gas and electric retail customers while existing customer scoring is based on payment history. Credit scores below 600 require a deposit to be assessed. As of December 31, 2022, SIGECO’s natural gas and electric retail customers have made deposits totaling approximately $8.7 million or 1.0% of SIGECO’s 2022 total revenue.

Billing Process

SIGECO bills its customers, on average, every 25 to 35 days. For the year ended December 31, 2022, SIGECO billed an average of 8,700 customers on each business day. For accounts with potential billing errors or exceptions, reports are generated for manual review. This review examines accounts that have abnormally high bills, potential meter reading errors, possible meter malfunctions and/or unbilled accounts. Indiana commission rules require that each bill provided to customers shall include a payment due date that shall not be less than 17 days after issuance. SIGECO’s billing system is designed to identify special tariffs and collections. SIGECO tracks collection of various fees and tariffs to ensure that collections are aligned with their intended purpose.

Meter readings are loaded into SIGECO’s Banner customer system from usage collection systems on Day 1. Readings are determined to be valid or invalid by Day 6. For valid readings, the reading is posted to service history reading for billing, the batch charge calculation creates charges for all services and the bill is printed for all accounts processed by Day 9. For invalid readings, a meter reading exception is created and revised or fixed manually by the billing agent, the batch charge calculation creates charges for all services and the bill is printed for all accounts processed by Day 9. Bills are due seventeen days after the bill print date.

Bills are rendered monthly based on metered or estimated usage. When SIGECO is unable to read the meter, the usage for the month is estimated on the basis of past service records or other available data. Bills rendered for electric service in months in which meters are not read have the same force and effect as those based on actual readings. Should a meter fail to register the amount of electricity supplied during any period, the usage is estimated based upon the use during similar periods or on other available information and a bill is rendered accordingly.

Collection, Termination of Service and Write-Off Policy

In 2022, SIGECO, for its electric and natural gas customers combined, received approximately 39% of payments by mail, 18% from walk-in payments at grocery stores, and 43% electronically, either bank draft or electronic funds transfer or credit card. SIGECO does not have any customer service offices located throughout their service territory, however, payments are accepted at grocery stores.

Customer bills are due and payable upon receipt and considered past due if not paid by Day 17. On Day 18 a late fee is assessed, and on Day 25 to 26, a courtesy call is made. On Day 30, a disconnect bill is generated, which is considered bill #2. If the bill is not paid or if the customer has not called in for an extended payment arrangement, an automatic disconnect order will be generated on Day 45 for bill #1. Once a customer is disconnected and becomes inactive, on Day 52 a final bill is generated and on Day 69 the final bill is due. On Day 70 a late fee is assessed for the final bill, and on Day 71 a final bill is generated for the late fee only. On Day 88 the final bill is due and on Day 90 any accounts with balances greater than $10 are eligible to be sent to outside collections. On Day 180, 90 days after the final bill due date, the account balance is written off in the Banner system. If the customer is disconnected, payment of the past due amount is required prior to restoration of service. In addition, the customer may be subject to an additional deposit and/or reconnection fee.

Industrial customers that are past the 17 day due date, are contacted through collaborative efforts between credit and collections and sales to understand and work to remedy outstanding balances. If the bill is then not paid, an Industrial disconnect order will be manually generated.

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The rules and regulations of the Indiana 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 (i) on a holiday or weekend, (ii) during certain extreme weather conditions, or (iii) to qualifying low-income customers from December 1 through March 15.

SIGECO provides several payment options to customers including mail-in payments, telephone payments, and electronic payments via third parties. SIGECO customer service representatives in the call center and customer service offices are available during the week, while the Interactive Voice Response (“IVR”) service is available 24/7. Most customers can receive an extension on their scheduled disconnect date through the IVR or by talking with a customer service representative. Extensions are denied in some cases based on the payment history of the account. Programs such as the Equal Payment Plan allow residential customers to better manage their bill by averaging their energy costs over a 12-month period.

Write-off and Delinquency Experience

The following table shows total SIGECO net write-offs for electricity and total net write-offs as a percentage of total retail revenue for the past five years. Net write-offs include amounts recovered by SIGECO from deposits, bankruptcy proceedings and payments received after an account has been either written-off by SIGECO or transferred to one of its external collection agencies.

Net Write-Offs as a Percentage of Retail Revenues* ($ in millions)

Delinquencies

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

Delinquencies as a Percentage of Retail Revenues*

SIGECO does not believe that the delinquency experience with respect to securitization charge collections will differ substantially from the approximate rates indicated above.

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Average Days Sales Outstanding

The following table sets forth information relating to SIGECO’s average days sales outstanding for all electric consumers in its service territory for the past five years. Days sales outstanding is a measure of the average number of days that SIGECO takes to collect its revenue from its electric customers. The average number of days for the collection of securitization charges relating to the securitization bonds is expected to be similar to SIGECO’s revenue collection experience with its electric customers. The days sales outstanding numbers in the following table were generally calculated using a formula which SIGECO calculates as follows: the average of September and October total receivables, divided by October electric sales multiplied by 31 days in the calendar month. September and October receivables were used because those months proceed our peak cooling period and represent a better indicator of portfolio performance and risk.

Average Days Sales Outstanding*

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SIGECO SECURITIZATION I, LLC, THE ISSUING ENTITY

General

We are a special purpose limited liability company formed under the Delaware Limited Liability Company Act pursuant to a limited liability company agreement executed by our sole member, SIGECO, and the filing of a certificate of formation with the Secretary of State of the State of Delaware. We were formed on February 16, 2023.

We have been organized as a wholly owned special purpose limited liability company subsidiary of SIGECO for the limited purposes described under “—Restricted Purposes” below. At the time of the issuance of the securitization bonds, our assets will consist primarily of the securitization property and the other collateral held under the indenture and the series supplement for the securitization bonds.

Our limited liability agreement will be amended and restated prior to the issuance date and references in this prospectus to the LLC Agreement mean our amended and restated limited liability company agreement. The LLC Agreement restricts us as the issuing entity from engaging in activities other than those described in this section. Other than purchasing the securitization property and issuing the securitization bonds, we have no business operations, but we will pay our sole member SIGECO for its out-of-pocket expenses incurred by it in connection with its services to us in accordance with the LLC Agreement. Selected provisions of the LLC Agreement, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part, are summarized below. On the date of issuance of the securitization bonds, our capital will be equal to 0.50% of the initial aggregate principal amount of the securitization bonds issued on the issuance date or such other amount as may allow the securitization bonds to achieve the desired security rating and treat the securitization bonds as debt under applicable guidance issued by the Internal Revenue Service, which we also refer to as the IRS.

As of the date of this prospectus, we have not carried on any business activities and have no operating history. Our fiscal year end is December 31.

Our assets will consist of:

The indenture provides that the securitization property, as well as our other assets, will be pledged by us to the trustee to secure our obligations in respect of the securitization bonds. Pursuant to the indenture, the collected

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securitization charges remitted to the trustee by the servicer must be used to pay principal of and interest on the securitization bonds and our other obligations specified in the indenture.

Restricted Purposes

We have been created for the sole purpose of:

The LLC Agreement and the indenture do not permit us to engage in any activities not directly related to these purposes, including issuing securities (other than the securitization bonds), borrowing money or making loans to other persons. The list of permitted activities set forth in the LLC Agreement may not be altered, amended or repealed without the affirmative vote of a majority of our managers, which vote must include the affirmative vote of our independent manager. The LLC Agreement and the indenture will prohibit us from issuing any securitization bonds (as such term is defined in the Securitization Act) other than the securitization bonds being offered pursuant to this prospectus.

Our Relationship with SIGECO

On the issuance date for the securitization bonds, SIGECO will sell the securitization property to us pursuant to the sale agreement between us and SIGECO. SIGECO will service the securitization property pursuant to the servicing agreement between us and SIGECO related to the securitization bonds. SIGECO will provide certain administrative services to us pursuant to the administration agreement between us and SIGECO.

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Managers and Officers

Pursuant to the LLC Agreement, our business will be managed initially by three or more managers (with such number being increased or decreased from time to time in the sole and absolute discretion of SIGECO as permitted by the LLC Agreement), with one being an independent manager, in each case appointed from time to time by SIGECO or, in the event SIGECO transfers its interest in us, by the owner or owners of us. Following the issuance of the securitization bonds, we will have at least one independent manager, who, among other things, is an individual who (1) has prior experience as an independent director, independent manager or independent member for special-purpose entities, (2) is employed by a nationally recognized company that provides professional independent managers and other corporate services in the ordinary course of its business, (3) is duly appointed as an independent manager and (4) is not and has not been for at least five years from the date of his or her appointment, and while serving as an independent manager will not be, any of the following:

A natural person who otherwise satisfies the foregoing requirements and satisfies the first requirement listed above by reason of being the independent manager or director of a special purpose entity affiliated with us shall be qualified to serve as an independent manager of us, provided that such fees that such individual earns in any given year constitute in the aggregate less than five percent of such individual’s annual income for the year.

SIGECO, as our sole member, will appoint the independent manager prior to the issuance of the securitization bonds. Kevin J. Corrigan is expected to be appointed as the independent manager. Other than Mr. Wells, who was an executive officer at PG&E Corporation when it filed Chapter 11 bankruptcy on January 29, 2019 and successfully emerged from bankruptcy on July 1, 2020, none of our managers or officers has been involved in any legal proceedings which are specified in Item 401(f) of the SEC’s Regulation S-K. None of our managers or officers beneficially own any equity interest in us.

The following is a list of our managers and executive officers as of the date of this prospectus and Mr. Corrigan, who is expected to be appointed as the independent manager by SIGECO, as our sole member, prior to the issuance of the securitization bonds:

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Manager Fees and Limitation on Liabilities

We will not compensate our managers, other than the independent manager, for their services on behalf of us. We will pay the annual fees of the independent manager from our revenues and will reimburse the independent manager for reasonable out-of-pocket expenses. These expenses include the reasonable compensation, expenses and disbursements of the agents, representatives, experts and counsel that the independent manager may employ in connection with the exercise and performance of his or her rights and duties under the LLC Agreement.

The LLC Agreement provides that to the extent permitted by law, the managers will not be personally liable for any of our debts, obligations or liabilities. The LLC Agreement further provides that, except as described below, to the fullest extent permitted by law, we will indemnify the managers against any liability incurred in connection with their services as managers for us if they acted in good faith and in a manner which they reasonably believed to be in or not opposed to our best interests. With respect to a criminal action, the managers will be indemnified unless they had reasonable cause to believe their conduct was unlawful. We will not indemnify any manager for any judgment, penalty, fine or other expense directly caused by such manager’s fraud, gross negligence or willful misconduct, or, in the case of an independent manager, bad faith or willful misconduct. In addition, unless ordered by a court, we will not indemnify the managers if a final adjudication establishes that their acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. We will pay any indemnification amounts owed to the managers out of funds in the accounts held under the indenture for the securitization bonds, subject to the priority of payments described under “Security for the Securitization Bonds—How Funds in the Collection Account will be Allocated” in this prospectus.

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We are a Separate and Distinct Legal Entity from SIGECO

The LLC Agreement provides that we may not file a voluntary petition for relief under the Bankruptcy Code, without the affirmative vote of SIGECO, our sole member, and the affirmative vote of all of our managers, including the independent manager. SIGECO has agreed that it will not cause us to file a voluntary petition for relief under the Bankruptcy Code. This does not guarantee, however, that we will not become a debtor under the Bankruptcy Code. The LLC Agreement requires us, except for financial reporting purposes (to the extent required by generally accepted accounting principles) and for federal income tax purposes, and, to the extent consistent with applicable state law, state income and franchise tax purposes, to maintain our existence separate from SIGECO including:

Our principal place of business is 211 NW Riverside Drive, Suite 800-04, Evansville, Indiana 47708, and our telephone number at such address is (812) 491-4141.

Administration Agreement

SIGECO will, pursuant to an administration agreement between SIGECO 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 SIGECO a fixed fee of $75,000 per annum, payable in installments of $37,500 (which amount will be prorated for the period beginning on the date of issuance of the securitization bonds until the initial payment date) on each payment date for performing these services, plus we will reimburse SIGECO for all costs and expenses for services performed by unaffiliated third parties and actually incurred by SIGECO in performing such services.

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THE SECURITIZATION CHARGES

SIGECO will be the initial servicer of the securitization bonds. Billing is expected to begin on the business day following the issuance of the securitization bonds. In the event an interim true-up is necessary, SIGECO will file with the Indiana commission an application for true-up adjustment of the securitization charges. The Indiana commission must approve any true-up adjustment within 45 days of the filing of the true-up adjustment application. The securitization charges will be calculated on a per kWh basis, subject to a minimum bill. See “The Securitization Act—Securitization Charges are Non-bypassable” for a discussion of the minimum bill. The securitization charges will be adjusted at least annually pursuant to the true-up adjustment mechanism. The securitization charges will be based on the revenue requirement necessary to pay principal and interest on the securitization bonds scheduled to be paid on such payment date, allocated among each customer rate class based upon the allocation methodology and calculated for each customer rate class based upon forecasted consumption (adjusted to reflect minimum bill requirements) by such class during the related payment period.

The securitization charges will be collected over the expected life of the securitization bonds until all of the securitization bonds and related ongoing financing costs are paid in full.

The initial securitization charges listed in the table below will be imposed on SIGECO’s retail electric customers at the applicable rate for the class determined pursuant to the financing order. These securitization charges may be adjusted annually, or more frequently under certain circumstances, by the servicer in accordance with its filings with the Indiana commission. Please read “SIGECO’s Financing Order” in this prospectus.

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Initial Securitization Charges

Under the terms of the financing order, SIGECO will allocate the securitization charges among the securitization charge customer rate classes based on the percentage allocation factors derived using the 4CP methodology as modified for street lighting customers and utilizing a minimum bill for residential, small general service, demand general service and off-season service customers, based on the most recent sales forecasts, as shown in the table below.

For customers designated as a customer belonging to the street lighting customer class, 0.45% of the securitization charge revenue requirement will be allocated to those customers before the 4CP allocation factor comes into effect.

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DESCRIPTION OF THE SECURITIZATION BONDS

General

We have summarized selected provisions of the indenture and the securitization bonds below. This summary is subject to the terms and provisions of the indenture and the series supplement for the securitization 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 securitization bonds. Please read “Where You Can Find More Information” in this prospectus.

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

We will issue the securitization bonds and secure their payment under an indenture that we will enter into with the trustee. We will issue the securitization 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 securitization bonds are stated in the table below. In no event shall the scheduled final payment date for any tranche of the securitization bonds exceed 18 years from the date of issuance of the securitization bonds. The legal final maturity of any tranche of the securitization bonds shall not exceed 20 years from the date of issuance of the securitization bonds.

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

Payments of Interest and Principal on the Securitization Bonds

Interest will accrue on the principal balance of a tranche of the securitization bonds at the interest rate of 5.026% with regard to the A-1 tranche, and 5.172% with regard to the A-2 tranche. Beginning May 15, 2024, we will make payments on the securitization bonds semi-annually on May 15 and November 15 of each year, or, if that day is not a business day, the following business day (each, a “payment date”). Interest payments on the securitization bonds will be made from collections of the securitization charges, including amounts available in the excess funds subaccount and, if necessary, the amounts available in the capital subaccount.

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On each payment date, we will pay interest on each tranche of the securitization bonds equal to the following amounts:

We will pay interest on the securitization bonds before we pay principal on the securitization bonds. If there is a shortfall in the amounts available in the collection account to make interest payments on the securitization bonds, the trustee will distribute interest pro rata to each tranche of the securitization bonds based on the amount of interest payable on each such outstanding tranche. We will calculate the interest on the securitization 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 the securitization bonds on any payment date (even if the failure is caused by a shortfall in securitization charges received) will result in an event of default of the securitization 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 holders of the securitization bonds on a special record date (as defined in the indenture). The special record date will be at least 15 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 securitization 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 the securitization bonds will automatically trigger an event of default under the securitization bonds. See “—What Constitutes an Event of Default on the Securitization Bonds” below.

On any payment date with respect to the securitization bonds, we generally will pay principal on a tranche of the securitization bonds only until the outstanding principal balance of such tranche has been reduced to the principal balance specified for that payment date in the expected amortization schedule, but only to the extent funds are available. Accordingly, principal of any tranche of the securitization 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 Securitization Bonds” and “Weighted Average Life and Yield Considerations for the Securitization Bonds” in this prospectus.

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

If the trustee receives insufficient collections of securitization charges for the securitization 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 the securitization bonds may be paid later than expected, as described in this prospectus. The failure to make a scheduled payment of principal on a tranche

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of the securitization bonds 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 securitization bonds.

The trustee will pay on each payment date to the holders of a particular tranche of the securitization bonds, to the extent of available funds in the collection account, all payments of principal and interest then due on such securitization bonds (other than special payments as defined in the indenture). The trustee will make each such payment to the securitization bondholders, other than the final payment, on the applicable payment date. If the securitization bonds are ever issued in definitive certificated form, however, the final payment with respect to a tranche of the securitization bonds will be made only upon presentation and surrender of such securitization bond at the office or agency of the trustee specified in the notice given by the trustee with respect to such final payment. The trustee will mail notice of the final payment to the securitization bondholders no later than five days prior to the final payment date, specifying that such final payment will be payable only upon presentation and surrender of such securitization bond and the place where such securitization bond may be presented and surrendered for payment.

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

On each payment date, the amount to be paid as principal on the securitization 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 ordinary periodic operating 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 securitization bonds of each tranche in the following order:

However, we will not pay principal of any tranche of the securitization 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.

The entire unpaid principal amount of a tranche of the securitization bonds will be due and payable:

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If there is a shortfall in the amounts available to make principal payments on a tranche of the securitization bonds that are due and payable at that 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 securitization bonds based on the principal amount 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 securitization 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 securitization bonds being made only as funds become available. Please read “Risk Factors— Risks Associated with the Unusual Nature of the Securitization Property” and “—You may experience material payment delays or incur a loss on your investment in the securitization bonds because the source of funds for payment is limited.”

If any special payment date or other date specified herein for distribution of any payments to holders of securitization bonds is not a business day, payments scheduled to be made on such special payment date or other date may be made on the next succeeding business day, and no interest will accrue upon such payment during the intervening period. “Business day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, Chicago, Illinois or Evansville, Indiana are, or DTC is, required or authorized by law or executive order to remain closed.

Neither we nor SIGECO makes any representation or warranty that any amounts actually collected arising from securitization charges will in fact be sufficient to meet payment obligations on the securitization bonds or that assumptions made in calculating securitization 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 securitization 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 securitization 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 Securitization Bonds,” among other assumptions.

Expected Amortization Schedule

Outstanding Principal Balance

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On each payment date, the trustee will make principal payments to the extent the principal balance of a tranche of the securitization bonds exceeds the amount indicated for that tranche on that payment date in the table above and to the extent of funds available in the collection account after payment of certain of our fees and expenses and after payment of interest. If sufficient funds are available on each payment date, principal payments will be in the amounts indicated for each payment date in the expected sinking fund schedule below.

Expected Sinking Fund Schedule

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