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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 (Date of earliest event reported): February 3, 2025
 
 
 
Commission File Number
 
Exact Name of Registrant as Specified in Charter;
State of Incorporation;
Address and Telephone Number
 
IRS Employer
Identification Number
333-283456
 
New York State Electric & Gas Corporation
(New York Corporation)
180 S. Clinton Avenue, 5th Floor
Rochester,
NY
14607
(207629-1190
 
15-0398550
333-283456-01
 
NYSEG Storm Funding, LLC
(Delaware Limited Liability Corporation)
162 Canco Rd.
Portland, Maine 04103
(207629-1190
 
33-1914982
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
 
 
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 company
New York State Electric & Gas Corporation 
NYSEG Storm Funding, 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.
New York State Electric & Gas Corporation ☐
NYSEG Storm Funding, LLC ☐
 
 
 

ITEM 8.01
Other Events.
On February 4, 2025, New York State Electric & Gas Corporation (the “
Utility
”) and NYSEG Storm Funding, LLC (the “
Issuing Entity
”) entered into an Underwriting Agreement (the “
Underwriting Agreement
”) with J.P. Morgan Securities, LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the underwriters party thereto, with respect to the purchase and sale of $710,600,000 of Recovery Bonds, Series
2025-A
(the “
Bonds
”), to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement (together, the “
Indenture
”), each to be dated as of February 11, 2025, a form of the Indenture (including the form of the Bonds and the Series Supplement) is annexed hereto as Exhibit 4.1. The Bonds were offered pursuant to the prospectus dated January 30, 2025 (the “
Prospectus
”). In connection with the issuance of the Bonds, the Utility and the Issuing Entity also expect to enter into a Recovery Property Servicing Agreement, Recovery Property Purchase and Sale Agreement, and Administration Agreement, each to be dated as of February 11, 2025, the forms of which are annexed hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and the Underwriting Agreement is annexed hereto as Exhibit 1.1.
Additionally, effective as of February 3, 2025, the Issuing Entity adopted a Limited Liability Company Agreement (the “
LLC Agreement
”) in connection with the issuance of the Bonds. The LLC Agreement, which is described in the Prospectus, was previously approved by the Utility, the sole member of the Issuing Entity. The description of the LLC Agreement in the Prospectus is not complete and is qualified in its entirety by reference to the full text of the LLC Agreement, which is annexed hereto as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated by reference herein.
 
ITEM 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
 
Exhibit
Number
  
Title
 1.1    Underwriting Agreement among NYSEG Storm Funding, LLC, New York State Electric & Gas Corporation and J.P. Morgan Securities, LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the Underwriters party thereto, dated February 4, 2025
 3.1    Limited Liability Company Agreement of NYSEG Storm Funding, LLC, dated as of February 3, 2025
 4.1    Form of Indenture between NYSEG Storm Funding, LLC and U.S. Bank Trust Company, National Association, to be dated as of February 11, 2025
10.1    Form of Recovery Property Servicing Agreement between NYSEG Storm Funding, LLC and New York State Electric & Gas Corporation, as Servicer, to be dated as of February 11, 2025
10.2    Form of Recovery Property Purchase and Sale Agreement between NYSEG Storm Funding, LLC and New York State Electric & Gas Corporation, as Seller, to be dated as of February 11, 2025
10.3    Form of Administration Agreement between NYSEG Storm Funding, LLC and New York State Electric & Gas Corporation, as Administrator, to be dated as of February 11, 2025
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, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
NEW YORK STATE ELECTRIC & GAS
CORPORATION
(Registrant)
By:  
/s/ Patricia Nilsen
Name:   Patricia Nilsen
Title:   President and
  Chief Executive Officer
NYSEG STORM FUNDING, LLC
(Registrant)
By:  
/s/ Michael G. Panichi
Name:   Michael G. Panichi
Title:  
President and Treasurer
Date: February 6, 2025