UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

~~FORM~~ 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

~~Date~~December ~~of report (Date of earliest event reported) March 28~~10, ~~2023~~2024

~~SOUTHWESTERN~~Date ~~ELECTRIC~~of ~~POWER~~Report ~~COMPANY~~(Date of earliest event reported)

(Exact Name of Registrant as Specified in Its Charter)


(Commission File Number)	(Exact Name of Registrant as Specified in its Charter)	(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1-3146	SOUTHWESTERN ELECTRIC POWER COMPANY	Delaware	72-0323455
333-282250-01	SWEPCO STORM RECOVERY FUNDING LLC	Louisiana	99-4619989

Delaware		1-3146	72-0323455
SOUTHWESTERN ELECTRIC POWER COMPANY	SWEPCO STORM RECOVERY FUNDING LLC
(State or Other Jurisdiction of		(Commission File Number)	(IRS Employer Identification
1 Riverside Plaza	428 Travis Street
Incorporation)			No.)
Columbus, OH 43215-2373	Shreveport, Louisiana 71101
(Address of Principal Executive Offices) (Zip Code)	(Address of Principal Executive Offices) (Zip Code)
(614) 716-1000	(318) 673-3075
(Registrant’s Telephone Number, Including Area Code)	(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form

1 Riverside Plaza,			Columbus,			OH			43215
(Address of Principal Executive Offices)									(Zip Code)

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (

~~(Registrant's Telephone Number, Including Area Code) (614) 716-1000~~see

General Instruction A.2. below):

~~(Former~~☐ ~~Name~~Written orcommunications ~~Former~~pursuant ~~Address,~~to ifRule ~~Changed~~425 ~~Since~~under ~~Last~~the ~~Report~~Securities Act (17 CFR 230.425)

~~Check~~☐ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

☐ ~~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))~~

☐

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~~TradingSymbol ~~Symbol(s)~~ Name of ~~each~~exchangeon ~~exchange on~~ which registered 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

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.
			☐

12b-2

of the Securities Exchange Act of 1934

~~Item 8~~(§240.~~01. Other Events~~12b-2

of this chapter).

OnEmerging ~~March~~growth ~~28,~~company ~~2023,~~☐ Southwestern Electric Power Company (the “Company”) entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC (collectively, the “Underwriters”), relating to the offering and sale by the Company of $350,000,000 of its 5.30% Senior Notes Series P, due 2033 (the “Notes”).

~~Item~~If ~~9.01. Financial~~an ~~Statements~~emerging ~~and~~growth ~~Exhibits~~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. ☐

~~(c) Exhibits~~Item 1.01

1(a)			Underwriting Agreement, dated March 28, 2023 between the Company and the Underwriters named in Exhibit 1 thereto, in connection with the sale of the Notes.
4(a)			Sixteenth Supplemental Indenture, dated as of March 1, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A, as Trustee, establishing the terms of the Notes.
4(b)			Form of the Notes (included in Exhibit 4(a) hereto).
5(a)			Opinion of David C. House regarding the legality of the Notes.
104			Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document.

Entry into a Material Definitive Agreement

On December 10, 2024, Southwestern Electric Power Company (“SWEPCO”) and SWEPCO Storm Recovery Funding LLC (the “Issuing Entity”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and RBC Capital Markets, LLC, as bookrunning underwriters (the “Underwriters”), with respect to the purchase and sale of $336,700,000 aggregate principal amount of the Issuing Entity’s Series

~~SIGNATURE~~2024-A

Senior Secured Storm Recovery Bonds (the “Bonds”) to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement, each to be dated as of December 18, 2024. The Bonds were offered pursuant to the prospectus dated December 10, 2024.

~~Pursuant~~The Underwriting Agreement contains customary representations, warranties and agreements by SWEPCO and customary conditions to ~~the~~closing, ~~requirements~~indemnification obligations of SWEPCO, on the ~~Securities~~one ~~Exchange~~hand, ~~Act~~and ofthe ~~1934~~Underwriters, on the ~~Registrant~~other ~~has~~hand, ~~duly~~including ~~caused~~for ~~this~~liabilities ~~report~~under tothe beSecurities ~~signed~~Act onof ~~its~~1933, ~~behalf~~as byamended, obligations of the ~~undersigned,~~parties ~~thereunto~~and ~~duly~~termination ~~authorized~~provisions.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. A form of the Indenture (including the form of the Bonds and the Series Supplement) is annexed as Exhibit 4.1 to this Current Report on Form

~~SOUTHWESTERN ELECTRIC POWER COMPANY By: /s/ William E~~8-K. ~~Johnson Name: William E. Johnson Title: Assistant Secretary~~

On December 9, 2024, AEP Credit, Inc. and JPMorgan Chase Bank, N.A. as administrative agent and control agent, the issuers, servicers and indenture trustees from

~~March 30, 2023~~time-to-time

party thereto, amended and restated the Intercreditor Agreement dated as of September 7, 2022 (the “Intercreditor Agreement”), annexed as Exhibit 10.4 to this Current Report on Form

8-K.

In connection with the issuance of the Bonds, SWEPCO, the Issuing Entity, U.S. Bank Trust Company, National Association, AEP Credit, Inc., and JPMorgan Chase Bank, N.A., expect to enter into a Joinder to the Intercreditor Agreement, to be dated as of December 18, 2024, which is annexed as Exhibit 10.5 to this Current Report on Form

8-K.

In connection with the issuance of the Bonds, SWEPCO and the Issuing Entity also expect to enter into a Storm Recovery Property Servicing Agreement, a Storm Recovery Property Purchase and Sale Agreement, and an Administration Agreement, each to be dated as of December 18, 2024, which are annexed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form

8-K.

Additionally, SWEPCO, as the sole member of the Issuing Entity, has entered into an Amended and Restated Limited Liability Company Operating Agreement of the Issuing Entity, dated as of December 11, 2024, which is annexed as Exhibit 3.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

1.1		Underwriting Agreement among SWEPCO Storm Recovery Funding LLC, Southwestern Electric Power Company, Citigroup Global Markets Inc. and RBC Capital Markets, LLC, dated December 10, 2024.

3.1		Amended and Restated Limited Liability Company Operating Agreement of SWEPCO Storm Recovery Funding LLC, dated as of December 11, 2024.

4.1		Indenture by and among SWEPCO Storm Recovery Funding LLC, U.S. Bank Trust Company, National Association, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary (including the form of the Bonds and the Series Supplement), to be dated as of December 18, 2024.

10.1		Storm Recovery Property Servicing Agreement between SWEPCO Storm Recovery Funding LLC and Southwestern Electric Power Company, as Servicer, to be dated as of December 18, 2024.

10.2		Storm Recovery Property Purchase and Sale Agreement between SWEPCO Storm Recovery Funding LLC and Southwestern Electric Power Company, as Seller, to be dated as of December 18, 2024.

10.3		Administration Agreement between SWEPCO Storm Recovery Funding LLC and Southwestern Electric Power Company, as Administrator, to be dated as of December 18, 2024.

10.4		Intercreditor Agreement between AEP Credit, Inc. and JPMorgan Chase Bank, N.A. as administrative agent and control agent, and the issuers, servicers and indenture trustees from time to time party thereto, dated as of December 9, 2024.

10.5		Joinder to Intercreditor Agreement between Southwestern Electric Power Company, as the Company, Securitization Property Servicer and Receivables Sub-Servicer, SWEPCO Storm Recovery Funding LLC, as a Bond Issuer, and U.S. Bank Trust Company, National Association, as Indenture Trustee, to be dated as of December 18, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL doc u ment).

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: December 12, 2024


SOUTHWESTERN ELECTRIC POWER COMPANY

By:		/s/ Noah K. Hollis
		Noah K. Hollis
		Vice President of Finance and Treasury

SWEPCO STORM RECOVERY FUNDING LLC

By:		/s/ Noah K. Hollis
		Noah K. Hollis
		Manager

Filing Compare · SOUTHWESTERN ELECTRIC POWER CO