Commission | Registrant; State of Incorporation; | I.R.S. Employer | |||
File No. | Address; and Telephone Number | Identification No. | |||
333-187692-06 | FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013 (Exact name of issuing entity as specified in its charter) | 46-6795854 | |||
001-02323 | THE CLEVELAND ELECTRIC ILLUMINATING COMPANY (Exact name of sponsor and depositor as specified in its charter) | 34-0150020 | |||
001-02578 | OHIO EDISON COMPANY (Exact name of sponsor and depositor as specified in its charter) | 34-0437786 | |||
001-03583 | THE TOLEDO EDISON COMPANY (Exact name of sponsor and depositor as specified in its charter) | 34-4375005 | |||
333-187692-03 | CEI FUNDING LLC (Exact name of bond issuer as specified in its charter) | 46-1367273 | |||
333-187692-01 | OE FUNDING LLC (Exact name of bond issuer as specified in its charter) | 46-1367425 | |||
333-187692-04 | TE FUNDING LLC (Exact name of bond issuer as specified in its charter) | 46-1367453 | |||
Delaware (State or jurisdiction of incorporation or organization of the issuing entity and the bond issuers) | |||||
76 South Main Street Akron, OH (Address of principal executive offices of the issuing entity and the bond issuers) | 44308 (zip code) | ||||
(800)736-3402 | |||||
(Issuing entity’s and bond issuers’ telephone number, including area code) |
Registered/reporting pursuant to (check one) | Name of exchange (If Section 12(b)) | |||||||
Title of Class | Section 12(b) | Section 12(g) | Section 15(d) | |||||
2013 Pass-Through Trust Certificates, Tranche A-1 | X | |||||||
2013 Pass-Through Trust Certificates, Tranche A-2 | X | |||||||
2013 Pass-Through Trust Certificates, Tranche A-3 | X |
(a) | Documents filed as a part of this report (exhibits marked with an asterisk are filed herewith): |
*99.1 | Semi-annual Statement of FirstEnergy Ohio PIRB Special Purpose Trust 2013 pursuant to Section 4.03 of the Certificate Indenture dated July 15, 2014, relating to the 2013 Trust Certificates. | |
*99.2 | Semi-annual Servicer's Certificate of The Cleveland Electric Illuminating Company dated July 15, 2014, relating to the bonds of CEI Funding LLC, which were issued June 20, 2013. | |
*99.3 | Semi-annual Servicer's Certificate of Ohio Edison Company dated July 15, 2014, relating to the bonds of OE Funding LLC, which were issued June 20, 2013. | |
*99.4 | Semi-annual Servicer's Certificate of The Toledo Edison Company dated July 15, 2014, relating to the bonds of TE Funding LLC, which were issued June 20, 2013. |
(b) | Exhibits required by this Form and Item 601 of Regulation S-K (exhibits marked with an asterisk are filed herewith): |
3.1 | Amended and Restated Limited Liability Company Agreement of CEI Funding LLC, dated June 20, 2013 (incorporated by reference to Exhibit 3.1 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
3.2 | Amended and Restated Limited Liability Company Agreement of OE Funding LLC, dated June 20, 2013 (incorporated by reference to Exhibit 3.2 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
3.3 | Amended and Restated Limited Liability Company Agreement of TE Funding LLC, dated June 20, 2013 (incorporated by reference to Exhibit 3.3 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
4.1 | Certificate Indenture, dated as of June 20, 2013, between FirstEnergy Ohio PIRB Special Purpose Trust 2013, and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
4.2 | Amended and Restated Declaration of Trust of FirstEnergy Ohio PIRB Special Purpose Trust 2013 among CEI Funding LLC, OE Funding LLC and TE Funding LLC, acting jointly as Settlors, and U.S. Bank Trust National Association, as Delaware Trustee and The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, as Administrative Trustee, dated as of June 20, 2013 (incorporated by reference to Exhibit 4.2 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
4.3 | Bond Indenture, dated as of June 20, 2013, between CEI Funding LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
4.4 | Bond Indenture, dated as of June 20, 2013, between OE Funding LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
4.5 | Bond Indenture, dated as of June 20, 2013, between TE Funding LLC and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
4.6 | Form of Pass-Through Trust Certificates (contained in Exhibit 4.1). | |
4.7 | Form of CEI Funding LLC Bonds (contained in Exhibit 4.3). | |
4.8 | Form of OE Funding LLC Bonds (contained in Exhibit 4.4). | |
4.9 | Form of TE Funding LLC Bonds (contained in Exhibit 4.5). | |
10.1 | Fee and Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC, TE Funding LLC, U.S. Bank National Association, U.S. Bank Trust National Association and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.1 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.2 | Cross-Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC and TE Funding LLC (incorporated by reference to Exhibit 10.2 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). |
10.3 | Administration Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company (incorporated by reference to Exhibit 10.3 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.4 | Administration Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company (incorporated by reference to Exhibit 10.4 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.5 | Administration Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company (incorporated by reference to Exhibit 10.5 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.6 | Bond Purchase Agreement, dated as of June 20, 2013, between CEI Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.6 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.7 | Bond Purchase Agreement, dated as of June 20, 2013, between OE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.7 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.8 | Bond Purchase Agreement, dated as of June 20, 2013, between TE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013 (incorporated by reference to Exhibit 10.8 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.9 | Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013 between CEI Funding LLC and The Cleveland Electric Illuminating Company (incorporated by reference to Exhibit 10.9 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.10 | Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company (incorporated by reference to Exhibit 10.10 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.11 | Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company (incorporated by reference to Exhibit 10.11 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.12 | Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company (incorporated by reference to Exhibit 10.12 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.13 | Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company (incorporated by reference to Exhibit 10.13 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
10.14 | Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company (incorporated by reference to Exhibit 10.14 included as an exhibit to the Issuing Entity's Current Report on Form 8-K (File No. 333-187692-06) filed with the SEC on June 25, 2013). | |
*99.1 | Semi-annual Statement of FirstEnergy Ohio PIRB Special Purpose Trust 2013 pursuant to Section 4.03 of the Certificate Indenture dated July 15, 2014, relating to the 2013 Trust Certificates. | |
*99.2 | Semi-annual Servicer's Certificate of The Cleveland Electric Illuminating Company dated July 15, 2014, relating to the bonds of CEI Funding LLC, which were issued June 20, 2013. | |
*99.3 | Semi-annual Servicer's Certificate of Ohio Edison Company dated July 15, 2014, relating to the bonds of OE Funding LLC, which were issued June 20, 2013. | |
*99.4 | Semi-annual Servicer's Certificate of The Toledo Edison Company dated July 15, 2014, relating to the bonds of TE Funding LLC, which were issued June 20, 2013. |
FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013 | ||
(Issuing entity) | ||
By: THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, as Servicer | ||
OHIO EDISON COMPANY, as Servicer | ||
THE TOLEDO EDISON COMPANY, as Servicer | ||
By: /s/ K. Jon Taylor | ||
K. Jon Taylor Vice President, Controller and Chief Accounting Officer |
*99.1 | Semi-annual Statement of FirstEnergy Ohio PIRB Special Purpose Trust 2013 pursuant to Section 4.03 of the Certificate Indenture dated July 15, 2014, relating to the 2013 Trust Certificates. | |
*99.2 | Semi-annual Servicer's Certificate of The Cleveland Electric Illuminating Company dated July 15, 2014, relating to the bonds of CEI Funding LLC, which were issued June 20, 2013. | |
*99.3 | Semi-annual Servicer's Certificate of Ohio Edison Company dated July 15, 2014, relating to the bonds of OE Funding LLC, which were issued June 20, 2013. | |
*99.4 | Semi-annual Servicer's Certificate of The Toledo Edison Company dated July 15, 2014, relating to the bonds of TE Funding LLC, which were issued June 20, 2013. |