8-K 1 form8-k.htm CURRENT REPORT Current Report
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
April 17, 2007 (April 11, 2007)
Date of report (Date of earliest event reported)
 

Commission
File Number
Name of Registrant
State of Incorporation
Address of Principal Executive
Offices and Telephone Number
IRS Employer
Identification Number
 
1-267
 
ALLEGHENY ENERGY, INC.
(a Maryland Corporation)
800 Cabin Hill Drive
Greensburg, Pennsylvania 15601
Telephone (724) 837-3000
 
 
13-5531602
1384732
MP ENVIRONMENTAL FUNDING LLC
(a Delaware limited liability company )
2215-B Renaissance Drive, Suite #5
Las Vegas, Nevada 89119
Telephone (702) 740-4244
 
20-5961603
1384731
PE ENVIRONMENTAL FUNDING LLC
(a Delaware limited liability company)
2215-B Renaissance Drive, Suite #5
Las Vegas, Nevada 89119
Telephone (702) 740-4244
20-5961504
 
N/A
(Former name or former address, if changed since last report)


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:
 
[  ]  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))
 
 
Item 1.01     Entry Into a Material Definitive Agreement

On April 11, 2007, MP Environmental Funding LLC (“MP Environmental”) an indirect wholly owned subsidiary of Allegheny Energy, Inc. (“Allegheny”), and PE Environmental Funding LLC (“PE Environmental”), an indirect wholly owned subsidiary of Allegheny, issued $459,300,000 aggregate principal amount of Senior Secured Sinking Fund Environmental Control Bonds, Series A (the “Offering”). In connection with the Offering, MP Environmental entered into an Indenture (the “MP Indenture”), dated as of April 11, 2007, with U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”) and a Series Supplement thereto, dated as of April 11, 2007, with the Indenture Trustee (the “MP Series Supplement”). PE Environmental entered into an Indenture, dated as of April 11, 2007, with the Indenture Trustee (the “PE Indenture”) and a Series Supplement thereto, dated as of April 11, 2007, with the Indenture Trustee (the “PE Series Supplement”). The MP Indenture, MP Series Supplement, PE Indenture and PE Series Supplement are attached as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01    Other Events

In connection with the Offering, Monongahela Power Company, The Potomac Edison Company, a wholly owned subsidiary of Allegheny (“Potomac Edison”), MP Renaissance Funding, LLC, a wholly owned subsidiary of Monongahela (“MP Renaissance”), PE Renaissance Funding, LLC, a wholly owned subsidiary of Potomac Edison (“PE Renaissance”) and MP Environmental and PE Environmental, which are wholly owned subsidiaries of MP Renaissance and PE Renaissance, respectively, each (as applicable) entered into the agreements listed under Item 9.1 below and attached as Exhibits 1.1, 1.2 and 10.1 through 10.10 to this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits.

  (d) Exhibits.

Exhibit No.
Description
1.1
Underwriting Agreement, dated as of April 3, 2007, by and among Monongahela Power Company, MP Renaissance Funding, LLC, MP Environmental Funding LLC and First Albany Capital Inc. and Loop Capital Markets, LLC, as representative of the several Underwriters.
1.2
Underwriting Agreement, dated as of April 3, 2007, by and among The Potomac Edison Company, PE Renaissance Funding, LLC, PE Environmental Funding LLC and First Albany Capital Inc. and Loop Capital Markets, LLC, as representative of the several Underwriters.
4.1
Indenture, dated as of April 11, 2007, by and between MP Environmental Funding LLC and U.S. Bank National Association, as Indenture Trustee.
 
 
Exhibit No.
Description
4.2
Series Supplement, dated as of April 11, 2007, by and between MP Environmental Funding LLC and U.S. Bank National Association, as Indenture Trustee.
4.3
Indenture, dated as of April 11, 2007, by and between PE Environmental Funding LLC and U.S. Bank National Association, as Indenture Trustee.
4.4
Series Supplement, dated as of April 11, 2007, by and between PE Environmental Funding LLC and U.S. Bank National Association, as Indenture Trustee.
10.1
Environmental Control Property Transfer Agreement, dated as of April 11, 2007, between Monongahela Power Company and MP Renaissance Funding, LLC.
10.2
Transferred Environmental Control Property Sale Agreement, dated as of April 11, 2007, between MP Renaissance Funding, LLC and MP Environmental Funding LLC.
10.3
Transferred Environmental Control Property Servicing Agreement, dated as of April 11, 2007, between Monongahela Power Company and MP Environmental Funding LLC.
10.4
Administration Agreement, dated as of April 11, 2007, between Allegheny Energy Service Corporation and MP Environmental Funding LLC.
10.5
Amended and Restated Limited Liability Company Agreement of MP Environmental Funding LLC.
10.6
Environmental Control Property Transfer Agreement, dated as of April 11, 2007, between The Potomac Edison Company and PE Renaissance Funding, LLC.
10.7
Transferred Environmental Control Property Sale Agreement, dated as of April 11, 2007, between PE Renaissance Funding, LLC and PE Environmental Funding LLC.
10.8
Transferred Environmental Control Property Servicing Agreement, dated as of April 11, 2007, between The Potomac Edison Company and PE Environmental Funding LLC.
10.9
Administration Agreement, dated as of April 11, 2007, between Allegheny Energy Service Corporation and PE Environmental Funding LLC.
10.10
Amended and Restated Limited Liability Company Agreement of PE Environmental Funding LLC.
 
 
SIGNATURES
 
            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  ALLEGHENY ENERGY, INC.
   
Dated: April 17, 2007
By:        /s/ Philip L. Goulding  
Name:  Philip L. Goulding
Title:    Senior Vice President and
 Chief Financial Officer
   
 
MP ENVIRONMENTAL FUNDING, LLC
   
Dated: April 17, 2007
By:       /s/ Philip L. Goulding    
Name:  Philip L. Goulding
Title:    Vice President
   
  PE ENVIRONMENTAL FUNDING, LLC
   
Dated: April 17, 2007
By:       /s/ Philip L. Goulding    
Name:  Philip L. Goulding
Title:    Vice President
 
 
EXHIBIT INDEX
 
Exhibit No. Description
1.1 Underwriting Agreement, dated as of April 3, 2007, by and among Monongahela Power Company, MP Renaissance Funding, LLC, MP Environmental Funding LLC and First Albany Capital Inc. and Loop Capital Markets, LLC, as representative of the several Underwriters.
1.2 Underwriting Agreement, dated as of April 3, 2007, by and among The Potomac Edison Company, PE Renaissance Funding, LLC, PE Environmental Funding LLC and First Albany Capital Inc. and Loop Capital Markets, LLC, as representative of the several Underwriters.
4.1 Indenture, dated as of April 11, 2007, by and between MP Environmental Funding LLC and U.S. Bank National Association, as Indenture Trustee.
4.2
4.3
4.4
10.1 Environmental Control Property Transfer Agreement, dated as of April 11, 2007, between Monongahela Power Company and MP Renaissance Funding, LLC.
10.2
10.3
10.4
10.5
10.6
10.7
10.8 Transferred Environmental Control Property Servicing Agreement, dated as of April 11, 2007, between The Potomac Edison Company and PE Environmental Funding LLC.
10.9 Administration Agreement, dated as of April 11, 2007, between Allegheny Energy Service Corporation and PE Environmental Funding LLC.
10.10 Amended and Restated Limited Liability Company Agreement of PE Environmental Funding LLC.