SWEPCO Storm Recovery Funding LLC

Securities Offered

$336,700,000 Series 2024-A Senior Secured Storm Recovery Bonds, scheduled to pay principal semi-annually and sequentially in accordance with the expected amortization schedule.

Issuing Entity and Capital Structure

SWEPCO Storm Recovery Funding LLC is a special purpose limited liability company formed under Louisiana law and a direct, wholly owned subsidiary of SWEPCO, a corporation formed under Delaware law. We were formed solely to purchase and own the storm recovery property, to issue the storm recovery bonds and to perform activities incidental thereto. Please read “SWEPCO Storm Recovery Funding LLC, The Issuing Entity” in the prospectus.

In addition to the storm recovery property, our assets will include a capital investment by SWEPCO (and not from the proceeds of the sale of the storm recovery bonds) which will not be less than 0.50% of the original principal amount of the storm recovery bonds (to be held in the capital subaccount). We will also have an excess funds subaccount to retain, until the next payment date, any amounts collected and remaining after all scheduled payments on the storm recovery bonds have been timely made.

Our Relationship With the Louisiana Commission

The Louisiana Commission or its designated representatives are consulting with SWEPCO with respect to the structuring and pricing of the storm recovery bonds. SWEPCO is directed to take all necessary steps to ensure that the Louisiana Commission or its designated representatives are provided sufficient and timely information to allow the Louisiana Commission or its designated representatives to review and give input in the proposed securitization. The servicer will file periodic adjustments to the storm recovery charges with the Louisiana Commission on our behalf. We have agreed that certain reports concerning storm recovery charge collections will be provided to the Louisiana Commission.

Purpose of Transaction

This issuance of the storm recovery bonds will enable SWEPCO to recover certain storm recovery costs, including carrying charges, related to Hurricanes Laura and Delta and winter storm Uri, fund a new storm recovery reserve in the amount of $150.0 million, a portion of which (approximately $45.0 million) is to be used to recover the costs of the June 2023 storms. Please read “SWEPCO’s Financing Order” in the prospectus.

Contact

428 Travis Street
Shreveport, Louisiana 71101
318-673-3075

Servicer's Certificates

Series 2024-A Senior Secured Storm Recovery Bond

$336,700,000
SWEPCO Storm Recovery Funding LLC
Issuing Entity

The total initial price to the public is $336,534,041. The total amount of the underwriting discounts and commissions is $1,346,800. The total amount of proceeds to the issuing entity before deduction of expenses (estimated to be $4,662,835) is $335,187,241. The distribution frequency is semi-annually. The first expected payment date is September 1, 2025.

Investing in the Series 2024-A Senior Secured Storm Recovery Bonds involves risks. Please read “Risk Factors” beginning on page 22 to read about factors you should consider before buying the storm recovery bonds.

Southwestern Electric Power Company, as “depositor”, is offering up to $336,700,000 aggregate principal amount of Series 2024-A storm recovery bonds (referred to herein as the “storm recovery bonds”) in one tranche to be issued by SWEPCO Storm Recovery Funding LLC, a Louisiana limited liability company (the “issuing entity”) and wholly owned subsidiary of Southwestern Electric Power Company. Southwestern Electric Power Company is the “seller,” the “initial servicer” and the “sponsor” with regard to the storm recovery bonds. The storm recovery bonds are senior secured obligations of the issuing entity and will be secured by the storm recovery property, which includes the right to a special, irrevocable nonbypassable charge, known as the “storm recovery charge,” paid by all existing and future Louisiana Public Service Commission-jurisdictional area customers of Southwestern Electric Power Company as discussed herein. “Louisiana Commission-jurisdictional area” refers to SWEPCO’s customer base in Louisiana that will be subject to the storm recovery charges. Storm recovery charges are required to be adjusted at least semi-annually, and more frequently as necessary, to ensure the projected recovery of amounts sufficient to provide timely payment of the scheduled principal, interest and other required amounts in connection with the storm recovery bonds during each of the next two succeeding bond payment dates. Credit enhancement for the storm recovery bonds will be provided by such statutory true-up mechanism, as well as by general, excess funds and capital subaccounts held under the indenture governing the storm recovery bonds.

Each storm recovery bond will be entitled to interest on March 1 and September 1 of each year, beginning on September 1, 2025. The first scheduled payment date is September 1, 2025. Interest will accrue from the date of issuance and must be paid by the purchaser of the storm recovery bonds if the storm recovery bonds are delivered after that date. On each payment date, scheduled principal payments shall be paid sequentially in accordance with the expected sinking fund schedule in this prospectus, but only to the extent funds are available in the collection account after payment of certain fees and expenses and after payment of interest.

The storm recovery bonds represent obligations only of the issuing entity, SWEPCO Storm Recovery Funding LLC, and are secured only by the assets of the issuing entity, consisting principally of the storm recovery property and related assets to support its obligations under the storm recovery bonds. Please read “Description of the Storm Recovery Bonds—Security for the Storm Recovery Bonds,” and “Description of the Storm Recovery Property” in this prospectus. The storm recovery property includes the right to impose, bill, charge, collect and receive storm recovery charges from Southwestern Electric Power Company’s Louisiana Public Service Commission-jurisdictional area customers in amounts sufficient to make payments on the storm recovery bonds, as described further in this prospectus. Southwestern Electric Power Company and its affiliates, other than the issuing entity, are not liable for any payments on the storm recovery bonds. The storm recovery bonds are not a debt or a general obligation of the State of Louisiana or any of its political subdivisions, agencies, or instrumentalities and are not a charge on the full faith and credit or the taxing power of the State of Louisiana or any of its political subdivisions, agencies or instrumentalities.

All matters relating to the structuring and pricing of the storm recovery bonds have been considered by Southwestern Electric Power Company and the Louisiana Public Service Commission, acting through its financial advisor.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the storm recovery bonds through the book-entry facilities of The Depository Trust Company for the accounts of its participants including Clearstream Banking, S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System against payment on or about December 18, 2024. There currently is no secondary market for the storm recovery bonds, and we cannot assure you that one will develop.

The Louisiana Public Service Commission has pledged that it will act under its irrevocable financing order as expressly authorized by the securitization provisions of the Securitization Act to ensure that expected storm recovery charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the storm recovery bonds. The Louisiana Public Service Commission’s obligations relating to the storm recovery bonds, including the true-up adjustment mechanism, are direct, explicit, irrevocable and unconditional upon issuance of the storm recovery bonds, and are legally enforceable against the Louisiana Public Service Commission, which is a United States public sector entity, in accordance with Louisiana law.