Issuing Entity:
|
AEP Texas Restoration Funding LLC
|
Sponsor, Depositor and Initial Servicer:
|
AEP Texas Inc. (“AEP Texas”)
|
Trustee:
|
U.S. Bank National Association, a national banking association
|
Structuring Agent:
|
Goldman Sachs & Co. LLC
|
Joint Bookrunners:
|
Goldman Sachs & Co. LLC and Citigroup Global Markets Inc.
|
Co-Managers:
|
Loop Capital Markets LLC and Samuel A. Ramirez & Company, Inc.
|
Expected Ratings (Moody’s / S&P):
|
Aaa(sf) / AAA(sf)(1)
|
Closing Date / Settlement Date:
|
September 18, 2019(2)
|
Interest Payment Dates:
|
February 1 and August 1 of each year beginning February 1, 2020
|
Applicable Time:
|
3:30 PM (Eastern time) on September 11, 2019
|
Proceeds:
|
The total initial price to the public is $235,281,600. The total amount of the underwriting discounts and commissions is $941,128. The total amount of proceeds to the issuing entity
before deduction of expenses (estimated to be $3,490,553) is $234,340,472.
|
(1) |
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time
|
(2) |
The issuing entity expects to deliver the system restoration bonds against payment for the system restoration bonds on or about the date September 18, 2019, which
will be the fifth business day following the date of pricing of the system restoration bonds. Since trades in the secondary market generally settle in two business days, purchasers who wish to trade system restoration bonds on the date of
pricing or the succeeding two business days will be required, by virtue of the fact that the system restoration bonds initially will settle in T + 5, to specify alternative settlement arrangements to prevent a failed settlement.
|
Senior Secured
System
Restoration
Bonds
|
Expected
Weighted
Average
Life (Years)
|
Principal
Amount
Offered
|
Scheduled
Final
Payment Date
|
Final
Maturity
Date
|
Interest Rate
|
Initial
Price to
Public (3)
|
Underwriting
Discounts
and
Commissions
|
Proceeds to Issuing
Entity (Before Expenses) |
||||||||
Tranche A‑1
|
3.05
|
$117,641,000
|
2/1/2025
|
2/1/2027
|
2.0558%
|
99.99984%
|
0.40%
|
$117,170,248
|
||||||||
Tranche A‑2
|
7.87
|
$117,641,000
|
8/1/2029
|
8/1/2031
|
2.2939%
|
99.99982%
|
0.40%
|
$117,170,224
|
(3) |
Interest on the bonds will accrue from September 18, 2019 and must be paid by the purchaser if the Senior Secured System Restoration Bonds are delivered after that
date.
|
Tranche A‑1
|
Tranche A‑2
|
||
CUSIP
|
00115B AA5
|
00115B AB3
|
|
ISIN
|
US00115BAA52
|
US00115BAB36
|
Semi-Annual
Payment Date |
Tranche A‑1
|
Tranche A‑2
|
||||
2/1/2020
|
$3,309,541
|
$0
|
||||
8/1/2020
|
$11,090,541 |
$0
|
||||
2/1/2021
|
$11,204,541 |
$0
|
||||
8/1/2021
|
$11,319,713 |
$0
|
||||
2/1/2022
|
$11,436,068 |
$0
|
||||
8/1/2022
|
$11,553,619 |
$0
|
||||
2/1/2023
|
$11,672,379 |
$0
|
||||
8/1/2023
|
$11,792,359 |
$0
|
||||
2/1/2024
|
$11,913,573 |
$0
|
||||
8/1/2024
|
$12,036,033 |
$0
|
||||
2/1/2025
|
$10,312,632 | $1,847,119 | ||||
8/1/2025
|
$0
|
$12,286,940
|
||||
2/1/2026
|
$0
|
$12,427,865
|
||||
8/1/2026
|
$0
|
$12,570,407 | ||||
2/1/2027
|
$0
|
$12,714,583 | ||||
8/1/2027
|
$0
|
$12,860,413 | ||||
2/1/2028
|
$0
|
$13,007,915 | ||||
8/1/2028
|
$0
|
$13,157,110 | ||||
2/1/2029
|
$0
|
$13,308,015 | ||||
8/1/2029
|
$0
|
$13,460,634 | ||||
Total Payments
|
$117,641,000
|
$117,641,000
|
Semi-Annual
Payment Date |
Tranche A‑1
Balance |
Tranche A‑2
Balance |
||||
Issuance Date
|
$117,641,000
|
$117,641,000
|
||||
2/1/2020
|
$114,331,459
|
$117,641,000
|
||||
8/1/2020
|
$103,240,917
|
$117,641,000
|
||||
2/1/2021
|
$92,036,376 |
$117,641,000
|
||||
8/1/2021
|
$80,716,663 |
$117,641,000
|
||||
2/1/2022
|
$69,280,595 |
$117,641,000
|
||||
8/1/2022
|
$57,726,976 |
$117,641,000
|
||||
2/1/2023
|
$46,054,597 |
$117,641,000
|
||||
8/1/2023
|
$34,262,238 |
$117,641,000
|
||||
2/1/2024
|
$22,348,665 |
$117,641,000
|
||||
8/1/2024
|
$10,312,632 |
$117,641,000
|
||||
2/1/2025
|
$— | $115,793,881 |
||||
8/1/2025
|
$— | $103,506,941 | ||||
2/1/2026
|
$— | $91,079,076 | ||||
8/1/2026
|
$— | $78,508,669 | ||||
2/1/2027
|
$— | $65,794,086 | ||||
8/1/2027
|
$— | $52,933,674 | ||||
2/1/2028
|
$— | $39,925,758 | ||||
8/1/2028
|
$— | $26,768,649 | ||||
2/1/2029
|
$— | $13,460,634 | ||||
8/1/2029
|
$— |
$—
|
Underwriter
|
Tranche A‑1
|
Tranche A‑2
|
Total
|
|||||||||
Goldman Sachs & Co. LLC
|
$
|
58,821,000
|
$
|
58,821,000
|
$
|
117,642,000
|
||||||
Citigroup Global Markets Inc.
|
$
|
52,938,000
|
$
|
52,938,000
|
$
|
105,876,000
|
||||||
Loop Capital Markets LLC
|
$
|
2,941,000
|
$
|
2,941,000
|
$
|
5,882,000
|
||||||
Samuel A Ramirez & Company, Inc.
|
$
|
2,941,000
|
$
|
2,941,000
|
$
|
5,882,000
|
||||||
Total
|
$
|
117,641,000
|
$
|
117,641,000
|
$
|
235,282,000
|
Selling Concession
|
Reallowance Discount
|
||
Tranche A‑1
|
0.24%
|
0.12%
|
|
Tranche A‑2
|
0.24%
|
0.12%
|