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): March 5, 2025

Commission file
number
  
Registrant, State of Incorporation or Organization,
 Address of Principal Executive Offices and Telephone Number
  
IRS Employer
 Identification Number
         
1-05663
  
CLECO POWER LLC
(a Louisiana limited liability company)
2030 Donahue Ferry Road
Pineville, Louisiana 71360-5226
(318) 484-7400
  
72-0244480
         
333-283875
  
CLECO SECURITIZATION II LLC
(a Louisiana limited liability company)
505 Cleco Drive, Office Number 17
Pineville, Louisiana 71360
(318) 484-4183
  
33-2327335

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:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
N/A
N/A

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 March 5, 2025, Cleco Power LLC (“Cleco Power”) and Cleco Securitization II LLC (the “Issuing Entity”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as underwriters, with respect to the purchase and sale of $305,000,000 aggregate principal amount of the Issuing Entity’s Series 2025-A Senior Secured Energy Transition Bonds (the “Energy Transition Bonds”) to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement, each to be dated as of March 12, 2025. The Underwriting Agreement is annexed as Exhibit 1.1 to this Current Report on Form 8-K, and a form of the Indenture (including the form of the Energy Transition Bonds and the Series Supplement) is annexed as Exhibit 4.1 to this Current Report on Form 8-K. The Energy Transition Bonds were offered pursuant to the prospectus dated March 5, 2025.  In connection with the issuance of the Energy Transition Bonds, Cleco Power and the Issuing Entity also expect to enter into an Energy Transition Property Servicing Agreement, an Energy Transition Property Sale Agreement, an Administration Agreement, and an Intercreditor Agreement, each to be dated as of March 12, 2025, which are annexed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K.

Item 9.01   Financial Statements and Exhibits.

 
(d)
Exhibits.

Exhibit No.
  
Description
 
Underwriting Agreement among Cleco Securitization II LLC, Cleco Power LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as underwriters, dated March 5, 2025.
 
Indenture between Cleco Securitization II LLC and The Bank of New York Mellon Trust Company, National Association, as Trustee (including the form of the Energy Transition Bonds and the Series Supplement), to be dated as of March 12, 2025.
 
Energy Transition Property Servicing Agreement between Cleco Securitization II LLC and Cleco Power LLC, as Servicer, to be dated as of March 12, 2025.
 
Energy Transition Property Sale Agreement between Cleco Securitization II LLC and Cleco Power LLC, as Seller, to be dated as of March 12, 2025.
 
Administration Agreement between Cleco Securitization II LLC and Cleco Power LLC, as Administrator, to be dated as of March 12, 2025.
 
Intercreditor Agreement between Cleco Securitization II LLC, Cleco Power LLC, Cleco Securitization I LLC and The Bank of New York Mellon Trust Company, National Association, to be dated as of March 12, 2025.
104
  
Cover Page Interactive Data File (embedded within 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.


Dated: March 6, 2025
  
 
Cleco Power LLC
     
 
By:
/s/ Tonita Laprarie
   
Tonita Laprarie
   
Controller and Chief Accounting Officer
   
 
Cleco Securitization II LLC
     
 
By:
/s/ Tonita Laprarie
   
Tonita Laprarie
   
Manager