Current Report Filing (8-k)
16 February 2022 - 8:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2022
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Commission File Number and Central Index Key Number
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Registrant, State of Incorporation, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.
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Commission File Number and Central Index Key Number
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Registrant and Issuing Entity, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No.
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333-260838
000092103
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SOUTHERN CALIFORNIA EDISON COMPANY
(depositor and sponsor)
(a California corporation)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead,
California 91770
(626) 302-1212
95-1240335
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333-260838-01
001826571
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SCE RECOVERY FUNDING LLC
(a Delaware limited liability company)
2244 Walnut Grove Avenue
(P.O. Box 5407)
Rosemead,
California 91770
(626) 302-7255
85-3002154
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01 Other Events.
On February 15, 2022, SCE Recovery Funding LLC (the Issuing Entity) issued $533,265,000 of Senior Secured Recovery Bonds, Series 2022-A (the Bonds), pursuant to an indenture and series supplement (together, the Indenture), each dated as of February 15, 2022. The Bonds were offered pursuant to the Issuing
Entitys Prospectus dated February 8, 2022. In connection with this issuance of the Bonds, Southern California Edison Company and the Issuing Entity executed the agreements listed below in Item 9.01, which are annexed hereto as exhibits to
this Current Report on 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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4.1
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Indenture between SCE Recovery Funding LLC and the Indenture Trustee (including forms of the Senior Secured Recovery Bonds) dated as of February 15, 2022
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4.2
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Series Supplement between SCE Recovery Funding LLC and the Indenture Trustee, dated as of February 15, 2022
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5.1
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Opinion of Norton Rose Fulbright US LLP with respect to legality
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8.1
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Opinion of Norton Rose Fulbright US LLP with respect to tax matters
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10.1
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Recovery Property Servicing Agreement between SCE Recovery Funding LLC and Southern California Edison Company, as Servicer, dated as of February 15, 2022
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10.2
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Recovery Property Purchase and Sale Agreement between SCE Recovery Funding LLC and Southern California Edison Company, as Seller, dated as of February 15, 2022
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10.3
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Administration Agreement between SCE Recovery Funding LLC and Southern California Edison Company, as Administrator, dated as of February 15, 2022
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10.4
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Intercreditor Agreement between SCE Recovery Funding LLC, Southern California Edison Company, The Bank of New York Mellon Trust Company, N.A. and the Indenture Trustee, dated as of February 15, 2022
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23.1
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Consent of Norton Rose Fulbright US LLP (included as part of its opinions filed as Exhibit 5.1 and Exhibit 8.1)
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99.2
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Opinion of Norton Rose Fulbright US LLP with respect to U.S. and California constitutional matters
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: February 15, 2022
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SOUTHERN CALIFORNIA EDISON COMPANY
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(as depositor and as servicer on behalf of the Issuing Entity)
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/s/ Natalia Woodward
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Name: Natalia Woodward
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Title: Vice President and Treasurer
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Date: February 15, 2022
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SCE RECOVERY FUNDING LLC
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/s/ Natalia Woodward
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Name: Natalia Woodward
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Title: Vice President, Treasurer and Manager
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3
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