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 8, 2022
| Commission File Number and Central Index Key Number | Registrant, State of Incorporation, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. | Commission File Number and Central Index Key Number | Registrant and Issuing Entity, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. | |||
333-260838 000092103 | 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 | 333-260838-01 001826571 | 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):
| ☐ | 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 (17 CFR §240.12b-2). |
| ☐ | 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 February 8, 2022, 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 and Barclays Capital Inc. as representatives of the underwriters party thereto with respect to the purchase and sale of $533,265,000 of Senior Secured Recovery Bonds, Series 2022-A to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement (together, the “Indenture”), each to be dated as of February 15, 2022. Senior Secured Recovery Bonds, Series 2022-A were offered pursuant to the prospectus dated February 8, 2022. In connection with the issuance of the Senior Secured Recovery Bonds, Series 2022-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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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.
| Date: February 10, 2022 | SOUTHERN CALIFORNIA EDISON COMPANY | |||||
| (as depositor and as servicer on behalf of behalf of the issuing entities) | ||||||
/s/ Natalia Woodward | ||||||
| Name: Natalia Woodward | ||||||
| Title: Vice President and Treasurer | ||||||
| Date: February 10, 2022 | SCE RECOVERY FUNDING LLC | |||||
/s/ Natalia Woodward | ||||||
| Name: Natalia Woodward | ||||||
| Title: Vice President, Treasurer and Manager | ||||||
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