Item 8.01.Other Events
On January 6, 2022, American Electric Power Company, Inc. (the "Company")
completed the remarketing (the "Remarketing") of $805,000,000 aggregate
principal amount of its 3.40% Junior Subordinated Debentures due 2024 (the "2024
Debentures"), originally issued as components of its Equity Units, initially
consisting of Corporate Units (the "Corporate Units") in March 2019. The
Remarketing of the 2024 Debentures was registered by the Company pursuant to a
registration statement on Form S-3 under Rule 415 under the Securities Act of
1933, as amended, which registration statement became effective on November 6,
2020 (File No. 333-249918). The 2024 Debentures were remarketed into
$805,000,000 aggregate principal amount of 2.031% Junior Subordinated Notes due
2024 (the "Remarketed Debentures").
In connection with the Remarketing, the Company entered into the Remarketing
Agreement, dated as of December 6, 2021 (the "Remarketing Agreement"), by and
among the Company and Barclays Capital Inc. and Wells Fargo Securities, LLC., as
the remarketing agents, a form of which is included as Exhibit P to the Purchase
Contract and Pledge Agreement, dated as of March 19, 2019, between the Company
and The Bank of New York Mellon Trust Company, N.A., as purchase contract agent
and attorney-in-fact of the holders of the purchase contracts, collateral agent,
custodial agent and securities intermediary, filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on March 19, 2019. In connection with
the Remarketing and pursuant to Supplemental Indenture No. 4 referenced below,
the interest rate on the 2024 Debentures was reset to 2.031% per annum.
The 2024 Debentures were issued under the Junior Subordinated Indenture, dated
as of March 1, 2008 (the "Base Indenture"), as supplemented and amended by the
Supplemental Indenture No. 1 thereto, dated as of March 19, 2019 (the
"Supplemental Indenture No. 1"), in each case between the Company and The Bank
of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). In
connection with the Remarketing and the issuance and sale of the Remarketed
Debentures, the Company entered into the Supplemental Indenture No. 4, dated as
of January 6, 2022 (the "Supplemental Indenture No. 4"), to the Base Indenture
with the Trustee. Pursuant to the Supplemental Indenture No. 4, certain of the
terms of the 2024 Debentures were modified. Among other things, the 2024
Debentures were redesignated as the 2.031% Junior Subordinated Notes due 2024
and interest will be payable on March 15 and September 15 of each year, until
maturity. The Remarketed Debentures mature on March 15, 2024.
The Company conducted the Remarketing on behalf of the holders of Corporate
Units and did not directly receive any proceeds therefrom. The proceeds were
used to purchase a portfolio of treasury securities maturing on March 10, 2022.
The Company expects that a portion of the funds generated upon maturity of the
portfolio will be used to settle with the Company on March 15, 2022 the purchase
contracts issued as part of the Corporate Units.
The foregoing summary description of the Supplemental Indenture No. 4 and the
Remarketed Debentures is not complete and is qualified in its entirety by
reference to the Supplemental Indenture No. 4 and the form of the Remarketed
Debentures, which are attached as Exhibits 4(a) and 4(b) to this Current Report
on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
4(a) Supplemental Indenture No. 4 between the Company and The Bank of New York
Mellon Trust Company, N.A. as trustee, dated January 6, 2022, establishing
the terms of the Remarketed Debentures.
4(b) Form of the Remarketed Debentures (includ ed in Exhibit 4(a) hereto).
5(a) Opinion of David C. House regarding the legality of the Remarketed
Debentures.
104 Cover Page Interactive Data File - The cover page iXBRL tags are embedded
within the inline XBRL document.
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