UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2025


Commission File Number	Exact Name of Registrant as Specified in Charter; State of Incorporation; Address and Telephone Number	IRS Employer Identification Number

333-283456	New York State Electric & Gas Corporation (New York Corporation) 180 S. Clinton Avenue, 5th Floor Rochester, NY 14607 (207) 629-1190	15-0398550

333-283456-01	NYSEG Storm Funding, LLC (Delaware Limited Liability Corporation) 162 Canco Rd. Portland, Maine 04103 (207) 629-1190	33-1914982

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

New York State Electric & Gas Corporation ☐

NYSEG Storm Funding, LLC ☐

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.

New York State Electric & Gas Corporation ☐

NYSEG Storm Funding, LLC ☐

ITEM 8.01

Other Events.

On February 4, 2025, New York State Electric & Gas Corporation (the “

Utility

”) and NYSEG Storm Funding, LLC (the “

Issuing Entity

”) entered into an Underwriting Agreement (the “

Underwriting Agreement

”) with J.P. Morgan Securities, LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the underwriters party thereto, with respect to the purchase and sale of $710,600,000 of Recovery Bonds, Series

2025-A

(the “

Bonds

”), to be issued by the Issuing Entity pursuant to an Indenture and Series Supplement (together, the “

Indenture

”), each to be dated as of February 11, 2025, a form of the Indenture (including the form of the Bonds and the Series Supplement) is annexed hereto as Exhibit 4.1. The Bonds were offered pursuant to the prospectus dated January 30, 2025 (the “

Prospectus

”). In connection with the issuance of the Bonds, the Utility and the Issuing Entity also expect to enter into a Recovery Property Servicing Agreement, Recovery Property Purchase and Sale Agreement, and Administration Agreement, each to be dated as of February 11, 2025, the forms of which are annexed hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and the Underwriting Agreement is annexed hereto as Exhibit 1.1.

Additionally, effective as of February 3, 2025, the Issuing Entity adopted a Limited Liability Company Agreement (the “

LLC Agreement

”) in connection with the issuance of the Bonds. The LLC Agreement, which is described in the Prospectus, was previously approved by the Utility, the sole member of the Issuing Entity. The description of the LLC Agreement in the Prospectus is not complete and is qualified in its entirety by reference to the full text of the LLC Agreement, which is annexed hereto as Exhibit 3.1 to this Current Report on Form

8-K

and is incorporated by reference herein.

ITEM 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Title

1.1		Underwriting Agreement among NYSEG Storm Funding, LLC, New York State Electric & Gas Corporation and J.P. Morgan Securities, LLC, BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the Underwriters party thereto, dated February 4, 2025

3.1		Limited Liability Company Agreement of NYSEG Storm Funding, LLC, dated as of February 3, 2025

4.1		Form of Indenture between NYSEG Storm Funding, LLC and U.S. Bank Trust Company, National Association, to be dated as of February 11, 2025

10.1		Form of Recovery Property Servicing Agreement between NYSEG Storm Funding, LLC and New York State Electric & Gas Corporation, as Servicer, to be dated as of February 11, 2025

10.2		Form of Recovery Property Purchase and Sale Agreement between NYSEG Storm Funding, LLC and New York State Electric & Gas Corporation, as Seller, to be dated as of February 11, 2025

10.3		Form of Administration Agreement between NYSEG Storm Funding, LLC and New York State Electric & Gas Corporation, as Administrator, to be dated as of February 11, 2025

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NEW YORK STATE ELECTRIC & GAS CORPORATION
(Registrant)

By:		/s/ Patricia Nilsen
Name:		Patricia Nilsen
Title:		President and
		Chief Executive Officer

NYSEG STORM FUNDING, LLC
(Registrant)

By:		/s/ Michael G. Panichi
Name:		Michael G. Panichi
Title:		President and Treasurer

Date: February 6, 2025

NEW YORK STATE ELECTRIC & GAS CORP 8-K