Item 1.01
Entry into a Material Definitive Agreement
On May 19, 2026, Appalachian Power Company ("
APCo
") and Appalachian Power Recovery Funding LLC (the "
Issuing Entity
") entered into an Underwriting Agreement (the "
Underwriting Agreement
") with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and RBC Capital Markets, LLC, as representatives of the underwriters (the "
Underwriters
"), with respect to the purchase and sale of $1,375,500,000 aggregate principal amount of the Issuing Entity's Series
2026-A
Senior Secured SAC Bonds (the "
Bonds
") to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement, each to be dated as of May 27, 2026. The Bonds were offered pursuant to the prospectus dated May 19, 2026.
The Underwriting Agreement contains customary representations, warranties and agreements by APCo and customary conditions to closing, indemnification obligations of APCo, on the one hand, and the Underwriters, on the other hand, including for liabilities under the Securities Act of 1933, as amended, obligations of the parties and termination 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
8-K.
In connection with the issuance of the Bonds, APCo, 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 that certain amended and restated Intercreditor Agreement dated as of December 9, 2024, to be dated as of May 27, 2026, and which is annexed as Exhibit 10.4 to this Current Report on Form
8-K.
APCo and the Issuing Entity also expect to enter into a Servicing Agreement, a Purchase and Sale Agreement, and an Administration Agreement, each to be dated as of May 27, 2026, which are annexed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form
8-K.