8-K 1 efc13-694_8k.htm efc13-694_8k.htm
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)
November 15, 2013 
 
APPALACHIAN POWER COMPANY
(Exact name of registrant as specified in its charter)

Virginia
333-191392
54-0124790
(State of other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

1 Riverside Plaza, Columbus, Ohio
43215
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code
(614) 716-1000

APPALACHIAN CONSUMER RATE RELIEF FUNDING LLC
(Exact name of registrant as specified in its charter)

Delaware
333-191392-01
46-3706150
(State of other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

1 Riverside Plaza, Columbus, Ohio
43215
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code
(614) 716-3627

(Former name or former address, if changed since last report.)

 
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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 8.01. Other Events
 
On November 15, 2013, Appalachian Power Company (“APCo”) and Appalachian Consumer Rate Relief Funding LLC (the “Issuing Entity”) issued the Senior Secured Consumer Rate Relief Bonds as described in the Preliminary Prospectus Supplement dated November 1, 2013 and the Final Prospectus Supplement dated November 6, 2013.  In connection with this issuance APCo and the Issuing Entity entered into the agreements listed below in Item 9.01 which are annexed hereto as exhibits to this Current Report on Form 8-K.
 
 
Item 9.01. Financial Statements and Exhibits
 
 
(a) Not applicable.
 
 
(b) Not applicable.
 
 
(c) Not applicable.
 
 
(d) Exhibits.
 
Exhibit No.
Description of Exhibit
1.1
Underwriting Agreement, dated as of November 6, 2013, among Appalachian Consumer Rate Relief Funding LLC (the “Issuing Entity”), Appalachian Power Company (“APCo”) and Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the several underwriters.*
   
4.1
Indenture, dated as of  November 15, 2013, between the Issuing Entity and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”).
   
99.1
Servicing Agreement, dated as of November 15, 2013, between the Issuing Entity and APCo, as servicer.
   
99.2
Consumer Rate Relief Property Sale Agreement, dated as of November 15, 2013, between the Issuing Entity and APCo, as seller.
   
99.3
Administration Agreement, dated as of  November 15, 2013, between the Issuing Entity and APCo, as administrator.
   
99.5
Opinion of Sidley Austin LLP with respect to constitutional matters.
   
99.6
Opinion of Jackson Kelly, PLLC with respect to constitutional matters.
   
99.7
Series Supplement, dated as of  November 15, 2013, between the Issuing Entity and the Indenture Trustee.
 
 
 
* Filed as an exhibit to Form 8-K dated November 12, 2013.
 
 
 
 
 
 
 
 
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
APPALACHIAN POWER COMPANY
  
       
 
 /s/ Thomas G. Berkemeyer  
 
By:      Thomas G. Berkemeyer
  
  Title:   Assistant Secretary  
       
 
 
APPALACHIAN CONSUMER RATE RELIEF FUNDING LLC
  
       
 
 /s/ Thomas G. Berkemeyer  
 
By:      Thomas G. Berkemeyer
  
  Title:   Assistant Secretary  
       





Date:  November 18, 2013
 
 
 
 
 

INDEX TO EXHIBITS

Exhibit No.
Description of Exhibit
1.1
Underwriting Agreement, dated as of November 6, 2013, among Appalachian Consumer Rate Relief Funding LLC (the “Issuing Entity”), Appalachian Power Company (“APCo”) and Morgan Stanley & Co. LLC and RBS Securities Inc., as representatives of the several underwriters.*
4.1
Indenture, dated as of  November 15, 2013, between the Issuing Entity and U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”).
99.1
Servicing Agreement, dated as of November 15, 2013, between the Issuing Entity and APCo, as servicer.
99.2
Consumer Rate Relief Property Sale Agreement, dated as of November 15, 2013, between the Issuing Entity and APCo, as seller.
99.3
Administration Agreement, dated as of  November 15, 2013, between the Issuing Entity and APCo, as administrator.
99.5
Opinion of Sidley Austin LLP with respect to constitutional matters.
99.6
Opinion of Jackson Kelly, PLLC with respect to constitutional matters.
99.7
Series Supplement, dated as of  November 15, 2013, between the Issuing Entity and the Indenture Trustee.
 

 
 
* Filed as an exhibit to Form 8-K dated November 12, 2013.