Empire District Bondco LLC
03/30/2026 | Press release | Distributed by Public on 03/30/2026 15:44
Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 | |
| For the fiscal year ended December 31, 2025 | |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from __________________________ to __________________________ | |
EMPIRE DISTRICT BONDCO, LLC
(Exact name of issuing entity as specified in its charter)
Commission File Number of issuing entity: 333-274815-01
Central Index Key Number of issuing entity: 0001994341
THE EMPIRE DISTRICT ELECTRIC COMPANY
(Exact name of depositor and sponsor as specified in its charter)
Commission File Number of depositor and sponsor: 333-274815
Central Index Key Number of depositor and sponsor: 0000032689
| Delaware | 93-3459519 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| c/o The Empire District Electric Company, | ||
| 602 S. Joplin Avenue | ||
| Joplin, Missouri | 64801 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 417 625-5100
| Securities registered pursuant to Section 12(b) of the Act: none |
|
Securities registered pursuant to Section 12(g) of the Act: none Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. ¨ Yes x No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
¨ Large accelerated filer
¨ Accelerated filer
x Non-accelerated filer
¨ Smaller reporting company
¨ 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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No
Documents incorporated by reference: none
| Auditor Name | Auditor Location | Auditor Firm ID | ||
| Ernst & Young LLP | Toronto, Canada | (PCAOB ID 1263) |
PART I
Item 1. Business.
Omitted pursuant to General Instruction J of Form 10-K.
Item 1A. Risk Factors.
Omitted pursuant to General Instruction J of Form 10-K.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Omitted pursuant to General Instruction J of Form 10-K.
Item 2. Properties.
Omitted pursuant to General Instruction J of Form 10-K.
Item 3. Legal Proceedings.
Omitted pursuant to General Instruction J of Form 10-K.
Item 4. Mine Safety Disclosures.
None.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted pursuant to General Instruction J of Form 10-K.
Item 6. [Reserved].
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Omitted pursuant to General Instruction J of Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Omitted pursuant to General Instruction J of Form 10-K.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.
Omitted pursuant to General Instruction J of Form 10-K.
Item 9A. Controls and Procedures.
Omitted pursuant to General Instruction J of Form 10-K.
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Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
The following is a list of the managers of Empire District Bondco, LLC (the "Issuing Entity") as of the date of this report:
| Name | Age | Title | Background |
| Tim Wilson | 48 | Manager and President | Tim Wilson was appointed Manager and President of Empire District Bondco, LLC effective as of January 17, 2025. Since July 2023, Mr. Wilson served as President of the Central Region - Electric for Liberty Utilities Service Corp., an affiliate of The Empire District Electric Company ("Empire"), for which the Company is a wholly-owned subsidiary. Prior to that, Mr. Wilson served as Vice President of Electric Operations from 2020 to 2023, Vice President of Strategic Projects and Energy Supply from 2019 to 2020, and Central Region Director of Electric Operations - Services from 2017 to 2019. |
| Fraser McNamee | 41 | Manager, Treasurer, and Secretary | Effective September 15, 2025, Fraser McNamee was appointed Manager, Secretary and Treasurer of the Company. Since April 2023, Mr. McNamee has served as Vice-President Finance and Corporate Controller for Algonquin Power & Utilities Corp. ("Algonquin"), the indirect parent company of the Company. Prior to that, Mr. McNamee served in various roles for Algonquin and its affiliates, including Senior Director Accounting and Reporting from 2022 to 2023 and Director of Finance from 2017 to 2022. |
| Jennifer A. Schwartz | 52 | Independent Manager | With 25 years' U.S. and global capital markets experience, Ms. Schwartz currently serves as Vice President, Assistant Manager and Independent Director/Manager and is responsible for serving as the independent director/manager, springing and/or special member of companies since 2004. Ms. Schwartz is currently appointed to more than 6,000 special purpose entity boards. She is familiar with bankruptcy remote transactions and corporate structures, Delaware statutory trusts, and is experienced in setting up initial appointments, reviewing and execution of corporate documents, attending annual board meetings, price negotiations, invoicing and collections and terminations of services. |
Code of Ethics
The Issuing Entity is a wholly-owned subsidiary of Empire, which in turn is an indirect wholly-owned subsidiary of Algonquin. Algonquin, a Canadian company, is a foreign private issuer reporting pursuant to Exchange Act rules for foreign registrants. Algonquin indirectly owns Liberty Utilities Co., which in turn indirectly owns a portfolio of electrical distribution utility systems (including Empire) and related generation assets, water distribution and wastewater collection utility systems, and natural gas distribution utility systems. Algonquin has adopted a Code of Business Conduct and Ethics which applies to all of its subsidiary entities. The Code of Business Conduct and Ethics is available at Algonquin's website at https://investors.algonquinpower.com/documents-and-filings/other-documents/default.aspx.
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Item 11. Executive Compensation
Other than an annual independent manager fee of $2,760 paid to C T Corporation Staffing, Inc., the Issuing Entity does not pay any compensation to its managers or executive officers.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
None.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information responding to Item 13 is included under Item 10. (Directors, Executive Officers, and Corporate Governance) above.
Item 14. Principal Accountant Fees and Services.
Omitted pursuant to General Instruction J of Form 10-K.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(1) and (a)(2) Omitted pursuant to General Instruction J of Form 10-K.
(a)(3) and (b) See Exhibit Index included below, which is incorporated herein by reference.
Item 16. Form 10-K Summary.
None.
EXHIBIT INDEX
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| 10.2 | Securitized Utility Tariff Property Purchase and Sale Agreement between Empire District Bondco, LLC and The Empire District Electric Company d/b/a Liberty, as Seller, dated January 30, 2024 (incorporated by reference to a Current Report on Form 8-K of The Empire District Electric Company and Empire District Bondco, LLC (File Nos. 333-274815 and 333-274815-01) filed January 30, 2024, Exhibit 10.2) |
| 10.3 | Administration Agreement between Empire District Bondco, LLC and The Empire District Electric Company d/b/a Liberty, as Administrator, dated January 30, 2024 (incorporated by reference to a Current Report on Form 8-K of The Empire District Electric Company and Empire District Bondco, LLC (File Nos. 333-274815 and 333-274815-01) filed January 30, 2024, Exhibit 10.3) |
| 31.1 | Certification pursuant to Rule 13a-14(d)/15d-14(d) |
| 33.1 | Report on assessment of compliance with servicing criteria for asset-backed securities of The Empire District Electric Company d/b/a Liberty, as servicer |
| 33.2 | Report on assessment of compliance with servicing criteria for asset-backed securities of The Bank of New York Mellon Trust Company, N.A., as indenture trustee |
| 34.1 | Attestation report on assessment of compliance with servicing criteria for asset backed securities of Ernst & Young LLP on behalf of The Empire District Electric Company d/b/a Liberty, as servicer |
| 34.2 | Attestation report on assessment of compliance with servicing criteria for asset backed securities of KPMG LLP on behalf of The Bank of New York Mellon Trust Company, N.A., as indenture trustee |
| 35.1 | Servicer compliance statement of The Empire District Electric Company d/b/a Liberty, as servicer |
| 104 | Cover Page Integrative Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Item 1112(b). Significant Obligors of Pool Assets.
None.
Item 1114(b)(2). Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.
None.
Item 1115(b). Certain Derivatives Instruments.
None.
Item 1117. Legal Proceedings.
No material legal proceedings to be reported.
Item 1119. Affiliations and Certain Relationships and Related Transactions.
Empire District Bondco, LLC is a wholly-owned subsidiary of The Empire District Electric Company d/b/a Liberty.
Item 1122. Compliance with Applicable Servicing Criteria.
See the following exhibits are attached to this report:
33.1 - Report on assessment of compliance with servicing criteria for asset-backed securities of The Empire District Electric Company d/b/a Liberty, as servicer;
33.2 - Report on assessment of compliance with servicing criteria for asset-backed securities of The Bank of New York Mellon Trust Company, N.A., as indenture trustee;
34.1 - Attestation report on assessment of compliance with servicing criteria for asset backed securities of Ernst & Young LLP (PCAOB ID No. 1263, Canada) on behalf of The Empire District Electric Company d/b/a Liberty, as servicer;
34.2 - Attestation report on assessment of compliance with servicing criteria for asset backed securities of KPMG LLP (PCAOB ID No. 185, New York, NY) on behalf of The Bank of New York Mellon Trust Company, N.A., as indenture trustee.
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Item 1123. Servicer Compliance Statement.
35.1 - Servicer compliance statement of The Empire District Electric Company, as servicer.
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
No such annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to the registrant's security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: March 30, 2026 | Empire District Bondco, LLC |
| (Issuing Entity) | |
| By: The Empire District Electric Company d/b/a Liberty, as Servicer |
| By: | /s/ TIM WILSON | |
| Tim Wilson | ||
| President | ||
| By: | /s/ FRASER MCNAMEE | |
| Fraser McNamee | ||
| Treasurer and Secretary |
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Empire District Bondco LLC published this content on March 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 30, 2026 at 21:47 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]