UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

June 5, 2025

Date of Report (Date of earliest event reported)

 

 

 

 

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( General Instruction A.2. below):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 of the Securities Exchange Act of 1934 of this chapter).

Emerging growth company ☐

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. ☐

 

 

 

On June 5, 2025, Kentucky Power Company (“”) and Kentucky Power Cost Recovery LLC (the “”) entered into an Underwriting Agreement (the “”) with Jefferies LLC, Guggenheim Securities, LLC and SMBC Nikko Securities America, Inc., as underwriters (the “”), with respect to the purchase and sale of $477,749,000 aggregate principal amount of the Issuing Entity’s Series 2025 Senior Secured Recovery Bonds (the “”) to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement, each to be dated as of June 12, 2025. The Bonds were offered pursuant to the prospectus dated June 5, 2025.

The Underwriting Agreement contains customary representations, warranties and agreements by Kentucky Power and the Issuing Entity and customary conditions to closing, indemnification obligations of Kentucky Power and the Issuing Entity, on the one hand, and the Underwriters, on the other hand, including for liabilities under the Securities Act of 1933, as amended, obligations of the parties and termination provisions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. A form of the Indenture (including the form of the Bonds and the Series Supplement) is annexed as Exhibit 4.1 to this Current Report on Form

In connection with the issuance of the Bonds, Kentucky Power, the Issuing Entity, U.S. Bank Trust Company, National Association, AEP Credit, Inc., and JPMorgan Chase Bank, N.A., expect to enter into a Joinder to that certain amended and restated Intercreditor Agreement dated as of December 9, 2024, to be dated as of June 12, 2025, and which is annexed as Exhibit 10.4 to this Current Report on Form Kentucky Power and the Issuing Entity also expect to enter into a Servicing Agreement, a Purchase and Sale Agreement, and an Administration Agreement, each to be dated as of June 12, 2025, which are annexed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Dated: June 6, 2025

 

		KENTUCKY POWER COMPANY
By:		/s/ Matthew D. Fransen
		Matthew D. Fransen
		Vice President and Treasurer
		KENTUCKY POWER COST RECOVERY LLC
By:		/s/ Matthew D. Fransen
		Matthew D. Fransen
		Manager