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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: January 30, 2024
(Date of earliest event reported)

 

 

 

Commission
File Number
  Exact Name of Registrant
as specified in its charter
  State or Other Jurisdiction of
Incorporation or Organization
  IRS Employer
Identification Number
333-274815   THE EMPIRE DISTRICT ELECTRIC COMPANY   Kansas   44-0236370
333-274815-01   EMPIRE DISTRICT BONDCO, LLC   Delaware   93-3459519

 

The Empire District Electric Company EMPIRE DISTRICT BONDCO, LLC
   

 

602 S. Joplin Avenue
Joplin, Missouri 64801
(Address of principal executive offices)(Zip Code)

 

(417) 625-5100
(Registrant’s telephone number, including area code)

c/o The Empire District Electric Company
602 S. Joplin Avenue
Joplin, Missouri 64801
(Address of principal executive offices) (Zip Code)

 

(417) 625-5100
(Registrant’s telephone number, including area code)

 

 

 

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
N/A 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 companyThe Empire District Electric Company ¨

 

 Emerging growth companyEmpire District Bondco, LLC ¨

 

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.

 

 The Empire District Electric Company¨  
     
 Empire District Bondco, LLC¨  

 

Co-Registrant CIK
Co-Registrant Amendment Flag
Co-Registrant Form Type
Co-Registrant DocumentperiodEndDate
Co-Registrant Written Commuunications
Co-Registrant Solicitating Materials
Co-Registrant PreCommencement Tender Offer
Co-Registrant Entity PreCommencement Issuer Tender Offer

 

 

 

Item 8.01.Other Events

 

On January 30, 2024, Empire District Bondco, LLC (the “Issuing Entity”) issued $305,490,000 aggregate principal amount of Securitized Utility Tariff Bonds, Series 2024-A (the “Bonds”), pursuant to an Indenture and Series Supplement, each dated as of January 30, 2024, which are annexed hereto as Exhibits 4.1 and 4.2, respectively. The Bonds were offered pursuant to the Prospectus dated January 18, 2024 (the “Prospectus”). In connection with this issuance of the Bonds, the Issuing Entity and The Empire District Electric Company (“Liberty”) entered into the Securitized Utility Tariff Property Servicing Agreement, the Securitized Utility Tariff Property Purchase and Sale Agreement and the Administration Agreement, each dated as of January 30, 2024, which are annexed hereto as Exhibits 10.1, 10.2 and 10.3, respectively.

 

Item 9.01.Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
No.

Description

4.1 Indenture between Empire District Bondco, LLC and The Bank of New York Mellon Trust Company, N.A., dated as of January 30, 2024
4.2 Series Supplement between Empire District Bondco, LLC and The Bank of New York Mellon Trust Company, N.A. (including forms of the Bonds), dated as of January 30, 2024
5.1 Opinion of Hunton Andrews Kurth LLP with respect to legality
10.1 Securitized Utility Tariff Property Servicing Agreement between Empire District Bondco, LLC and The Empire District Electric Company, as Servicer, dated as of January 30, 2024
10.2 Securitized Utility Tariff Property Purchase and Sale Agreement between Empire District Bondco, LLC and The Empire District Electric Company, as Seller, dated as of January 30, 2024
10.3 Administration Agreement between Empire District Bondco, LLC and The Empire District Electric Company, as Administrator, dated as of January 30, 2024
23.1 Consent of Hunton Andrews Kurth LLP (included as part of its opinion filed as Exhibit 5.1 and Exhibit 99.1)
23.2 Consent of Brydon Swearengen & England P.C. (included as part of its opinion filed as Exhibit 99.2)
99.1 Opinion of Hunton Andrews Kurth LLP with respect to U.S. constitutional matters
99.2 Opinion of Brydon Swearengen & England P.C. with respect to Missouri constitutional matters
104 Cover Page Interactive Data File – the cover page XBRL tags are 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.

 

  THE EMPIRE DISTRICT ELECTRIC COMPANY
   
  By: /s/ Kevin Noblet
    Kevin Noblet
    President
   
  By: /s/ Jennifer Shewmake
    Jennifer Shewmake
Dated:  January 30, 2024   Treasurer and Secretary
   
  EMPIRE DISTRICT BONDCO, LLC
   
  By: /s/ Kevin Noblet
    Kevin Noblet
    Manager and President
   
  By: /s/ Jennifer Shewmake
    Jennifer Shewmake
Dated:  January 30, 2024   Manager, Secretary and Treasurer