Current Report Filing (8-k)
April 21 2023 - 4:15PM
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): April 19, 2023
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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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333-270543
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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333-270543-01
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 |
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)) |
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. |
Item 8.01 Entry into a Material Definitive Agreement.
On April 19, 2023, Southern California Edison Company and SCE Recovery Funding LLC (the Issuing Entity) entered into an Underwriting Agreement
(the Underwriting Agreement) with RBC Capital Markets, LLC, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the underwriters party thereto with respect to the purchase and sale of $775,419,000 of Senior
Secured Recovery Bonds, Series 2023-A to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement (together, the Indenture), each to be dated as of April 27, 2023. The
Senior Secured Recovery Bonds, Series 2023-A were offered pursuant to the prospectus dated April 19, 2023. In connection with the issuance of the Senior Secured Recovery Bonds, Series 2023-A, Southern California Edison Company and the Issuing Entity also expect to enter into the agreements listed below in Item 9.01, which together with the Underwriting Agreement, 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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1.1 |
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Underwriting Agreement among SCE Recovery Funding LLC, Southern California Edison Company, RBC Capital Markets, LLC, Barclays Capital Inc. and Citigroup Global Markets, Inc., as representatives for the Underwriters
party thereto, dated as of April 19, 2023 |
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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), to be dated as of April 27, 2023 |
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4.2 |
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Series Supplement between SCE Recovery Funding LLC and the Indenture Trustee, to be dated as of April 27, 2023 |
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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, to be dated as of April 27, 2023 |
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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, to be dated as of April 27, 2023 |
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10.3 |
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Administration Agreement between SCE Recovery Funding LLC and Southern California Edison Company, as Administrator, to be dated as of April 27, 2023 |
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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, to be dated as of April
27, 2023 |
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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: April 21, 2023 |
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SOUTHERN CALIFORNIA EDISON COMPANY
(as depositor and as servicer on behalf of behalf of the issuing entities) |
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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: April 21, 2023 |
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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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