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 5, 2024
Commission file number | Registrant, State of Incorporation or Organization, Address of Principal Executive Offices and Telephone Number | IRS Employer Identification Number | ||
0000-55337 | VIRGINIA ELECTRIC AND POWER COMPANY (a Virginia corporation) 120 Tredegar Street Richmond, Virginia 23219 (804) 819-2284 | 54-0418825 | ||
333-275727-0 1 | VIRGINIA POWER FUEL SECURITIZATION, LLC (a Delaware limited liability company) c/o Virginia Electric and Power Company 120 Tredegar Street Richmond, Virginia 23219 (804) 819-2284 | 93-4087019 |
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):☐ | 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 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
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(§240.12b-2
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. ☐
Item 8.01. Other Events
On February 5, 2024, Virginia Electric and Power Company (“Virginia Power”) and Virginia Power Fuel Securitization, LLC (the “Issuing Entity”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, ATLAS SP Securities, a division of Apollo Global Securities, LLC, Wells Fargo Securities, LLC and the other underwriters named therein with respect to the purchase and sale of $1,281,900,000 of the Issuing Entity’s 2024 Senior Secured Deferred Fuel Cost Bonds (the “Bonds”), which will be issued pursuant to an Indenture and Supplemental Indenture, each to be dated as of February 14, 2024, by and among the Issuing Entity, U.S. Bank Trust Company, National Association, as indenture trustee, and U.S. Bank National Association, as securities intermediary. The Bonds were offered pursuant to a prospectus dated February 5, 2024 (the “Prospectus”). The Underwriting Agreement is filed as Exhibit 1.1 to this Form
8-K,
and forms of the Indenture and Supplemental Indenture are filed as Exhibits 4.1 and 4.2 to this Form8-K.
Effective as of February 5, 2024, the Issuing Entity also adopted an Amended and Restated Limited Liability Company Agreement (the “A&R LLC Agreement”), which is described in the Prospectus. The description of the A&R LLC Agreement in the Prospectus is qualified in its entirety by the full text of the A&R LLC Agreement, which is filed as Exhibit 3.2 to this Form
8-K
and incorporated herein by reference.In connection with the issuance of the Bonds, Virginia Power and the Issuing Entity expect to enter into a Deferred Fuel Cost Property Servicing Agreement, a Deferred Fuel Cost Property Purchase and Sale Agreement and an Administration Agreement, forms of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Form
8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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.
VIRGINIA ELECTRIC AND POWER COMPANY | ||||||
By: | /s/ David M. McFarland | |||||
David M. McFarland | ||||||
Dated: February 6, 2024 | Vice President – Investor Relations and Treasurer | |||||
VIRGINIA POWER FUEL SECURITIZATION, LLC | ||||||
By: | /s/ David M. McFarland | |||||
David M. McFarland | ||||||
Dated: February 6, 2024 | Treasurer |