10-D 1 a10-d072919.htm 10-D Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-D
ASSET-BACKED ISSUER
DISTRIBUTION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the semi-annual distribution period from
January 15, 2019 to July 12, 2019
Commission
 
Issuing Entity,
 
I.R.S. Employer
Central
File No.
 
Sponsor, Depositor
 
Identification No.
Key No.
 
 
 
 
 
 
333-187692-06
 
FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
(Exact name of issuing entity as specified in its charter)
 
46-6795854
0001578443
001-02323
 
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
(Exact name of sponsor and depositor as specified in its charter)
 
34-0150020
0000020947
001-02578
 
OHIO EDISON COMPANY
(Exact name of sponsor and depositor as specified in its charter)
 
34-0437786
0000073960
001-03583
 
THE TOLEDO EDISON COMPANY
(Exact name of sponsor and depositor as specified in its charter)
 
34-4375005
0000352049
333-187692-03
 
CEI FUNDING LLC
(Exact name of bond issuer as specified in its charter)
 
46-1367273
0001573334
333-187692-01
 
OE FUNDING LLC
(Exact name of bond issuer as specified in its charter)
 
46-1367425
0001573352
333-187692-04
 
TE FUNDING LLC
(Exact name of bond issuer as specified in its charter)
 
46-1367453
0001573279
 
 
 
 
 
 
 
 
Steven R. Staub
 
 
 
 
Vice President and Treasurer for each bond issuer, sponsor and depositor
 
 
 
 
 
(330) 384-5252
 
 
 
 
(Name and telephone number, including area code, of the person to contact in connection with this filing)
 
 
 
 
Delaware
(State or other 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
 
 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X_ No __










PART I - DISTRIBUTION INFORMATION
Item 1. Distribution and Pool Performance Information.
The response to Item 1 is set forth in part herein and in part in Exhibits 99.1, 99.2, 99.3 and 99.4.
The record date for distributions (i.e., the interest and scheduled principal payments) described in Exhibit 99.1 is July 11, 2019.
Introductory and explanatory information regarding the material terms, parties and distributions described in Exhibit 99.1 is included in the Prospectus Supplement relating to the 2013 Pass-Through Trust Certificates (the “2013 Trust Certificates”) issued by FirstEnergy Ohio PIRB Special Purpose Trust 2013 (the “Issuing Entity”), dated June 12, 2013, and related Prospectus, dated June 7, 2013, of CEI Funding LLC, OE Funding LLC, TE Funding LLC and the Issuing Entity filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended, on June 13, 2013.
As indicated in Exhibit 99.1, all required interest and scheduled principal payments on the 2013 Trust Certificates have been made with respect to the July 15, 2019 distribution date.

Item 1A. Asset-Level Information.
Omitted pursuant to General Instruction C of Form 10-D.

Item 1B. Asset Representations Reviewer and Investor Communications.
Omitted pursuant to General Instruction C of Form 10-D.
PART II - OTHER INFORMATION
Item 2. Legal Proceedings.
In the last several years, U.S. Bank National Association (“U.S. Bank”) and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential mortgage backed securities ("RMBS") trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and abide by a heightened standard of care following alleged events of default. Currently, U.S. Bank is a defendant in multiple actions alleging individual or class action claims against it.
U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors, that it has meritorious defenses, and it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts.
On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S. Bank National Association (“U.S. Bank”) in its capacities as indenture trustee and successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.). The complaint, which was later amended on June 15, 2018, alleged that the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and servicing of the student loans.
U.S. Bank believes that it has performed its obligations as indenture trustee and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs (the “Governing Agreements”), and accordingly that the claims against it in the lawsuit are without merit.
U.S. Bank has filed a motion seeking dismissal of the operative complaint in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, U.S. Bank requested a stay of the case while other prior filed disputes involving the DSTs and the Student Loans are being litigated. On November 7, 2018, the Court ruled that the case should be stayed in its entirety pending resolution of the first-filed cases.
U.S. Bank intends to continue to defend this lawsuit vigorously.





Item 3. Sales of Securities and Use of Proceeds.
None.
Item 4. Defaults Upon Senior Securities.
Omitted pursuant to General Instruction C of Form 10-D.
Item 5. [RESERVED]
Item 6. Significant Obligors of Pool Assets.
Omitted pursuant to General Instruction C of Form 10-D.
Item 7. Change in Sponsor Interest in the Securities.
None.
Item 8. Significant Enhancement Provider Information.
Omitted pursuant to General Instruction C of Form 10-D.
Item 9. Other Information.
Omitted pursuant to General Instruction C of Form 10-D.
Item 10. Exhibits.

(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, 2019, relating to the 2013 Trust Certificates.
*99.2
 
Semi-annual Servicer's Certificate of The Cleveland Electric Illuminating Company dated July 12, 2019, 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 12, 2019, 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 12, 2019, 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, 2019, relating to the 2013 Trust Certificates.
 
 
 
*99.2
 
Semi-annual Servicer's Certificate of The Cleveland Electric Illuminating Company dated July 12, 2019, 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 12, 2019, 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 12, 2019, relating to the bonds of TE Funding LLC, which were issued June 20, 2013.





















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

 
 
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/ Jason J. Lisowski
 
 
Jason J. Lisowski
Vice President and Controller
Date: July 29, 2019