Bond Company Description

Securities offered

$267,408,000 Senior Secured Phase-In-Recovery Bonds, scheduled to pay principal semi-annually and sequentially in accordance with the expected sinking fund schedule.

Issuing Entity and Capital Structure

Ohio Phase-In-Recovery Funding LLC is a special purpose Delaware limited liability company. Ohio Power Company is our sole member and owns all of our equity interests. We have no commercial operations. We were formed solely to purchase and own phase-in-recovery property, to issue the bonds and to perform activities incidental thereto. Please read “Ohio Phase-In-Recovery Funding LLC, the Issuing Entity” in the accompanying prospectus.

In addition to the phase-in-recovery property, we will be capitalized with an upfront cash deposit equity contribution from OPCo equal to 0.5% of the bonds’ initial principal amount issued (held in the capital subaccount) and will have an excess funds subaccount to retain any amounts collected and remaining on a payment date after all payments on the bonds and all ongoing financing costs (subject to the cap provided in the financing order) have been made.

Purpose of transaction

This issuance of the bonds will enable OPCo to recover certain uncollected previously approved phase-in costs and associated financing costs in the State of Ohio. Please read “The Securitization Law” in the accompanying prospectus.

State pledge

The State of Ohio has pledged in the Securitization Law to bondholders, any assignees, and any financing parties under the financing order that it will not take or permit any action that impairs the value of the phase-in-recovery property for which recovery is authorized under the financing order or revises the phase-in costs authorized for recovery under the financing order, or, except for the specified true-up adjustments to correct any overcollections or undercollections, reduce, alter or impair the phase-in-recovery charges that are imposed, charged, collected, or remitted for the benefit of the bondholders, any assignee, and any financing parties until all principal and interest in respect of the bonds, all financing costs, and all amounts to be paid to an assignee or financing party under certain agreements entered into in connection with the bonds are paid or performed in full.

Ohio has both a voter initiative and a referendum process. The time for challenging the Securitization Law through a referendum has expired, but the right of voters in Ohio to enact laws by initiative can be exercised at any time, provided a lengthy process is followed and successfully concluded. Constitutional protections against actions that violate the state pledge should apply whether legislation is passed by the Ohio General Assembly or is brought about by a voter initiative.

Please read “The Securitization Law—OPCo and Other Utilities May Securitize Phase-in Costs” in the accompanying prospectus.

Our address

One Riverside Plaza
Columbus, Ohio 43215

Our Telephone Number

(614) 716-3622