Virginia Power Fuel Securitization 8-K Other Events

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 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))

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 Form

8-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.

Exhibit	Description
1.1	Underwriting Agreement, dated February 5, 2024, by and among Virginia Power Fuel Securitization, LLC, Virginia Electric and Power Company, Morgan Stanley & Co. LLC and ATLAS SP Securities, a division of Apollo Global Securities, LLC, Wells Fargo Securities, LLC and the other underwriters named therein
3.2	Amended and Restated Limited Liability Company Agreement, dated as of February 5, 2024, of Virginia Power Fuel Securitization, LLC
4.1	Form of Indenture, to be dated as of February 14, 2024, by and among Virginia Power Fuel Securitization, LLC, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary (including the form of the Bonds)
4.2	Form of Supplemental Indenture, to be dated as of February 14, 2024, by and among Virginia Power Fuel Securitization, LLC, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary
10.1	Form of Deferred Fuel Cost Property Servicing Agreement, to be dated as of February 14, 2024, by and between Virginia Power Fuel Securitization, LLC and Virginia Electric and Power Company, as Servicer,
10.2	Form of Deferred Fuel Cost Property Purchase and Sale Agreement, to be dated as of February 14, 2024, by between Virginia Power Fuel Securitization, LLC and Virginia Electric and Power Company, as Seller
10.3	Form of Administration Agreement, to be dated as of February 14, 2024, by and between Virginia Power Fuel Securitization, LLC and Virginia Electric and Power Company, as Administrator
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

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