Prospectus Supplement

(To Prospectus dated November 6, 2023)

$1,000,000,000

American Electric Power Company, Inc.

$400,000,000 7.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series A $600,000,000 6.950% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series B

This is an offering of $400,000,000 of 7.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series A ("Series A Debentures") and $600,000,000 of 6.950% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series B ("Series B Debentures", collectively, the "Debentures") to be issued by American Electric Power Company, Inc., a New York corporation. The Series A Debentures will bear interest (i) from and including the date of original issuance to, but excluding, December 15, 2029 at an annual rate of 7.050% and (ii) from and including December 15, 2029 during each Series A Interest Reset Period (as defined herein) at an annual rate equal to the Five-Year Treasury Rate (as defined herein) as of the most recent Series A Reset Interest Determination Date (as defined herein), plus 2.750%. The Series B Debentures will bear interest (i) from and including the date of original issuance to, but excluding, December 15, 2034 at an annual rate of 6.950% and (ii) from and including December 15, 2034 during each Series B Interest Reset Period (as defined herein) at an annual rate equal to the Five-Year Treasury Rate (as defined herein) as of the most recent Series B Reset Interest Determination Date (as defined herein), plus 2.675%. Interest on the Debentures will be payable semi-annually in arrears on June 15 and December 15 of each year beginning on December 15, 2024. The Debentures will be issued in registered form and in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Series A Debentures will mature on December 15, 2054. The Series B Debentures will mature on December 15, 2054.

So long as no event of default has occurred and is continuing, we may defer interest payments on either or both series of the Debentures on one or more occasions for up to 10 consecutive years as described in this prospectus supplement. Deferred interest payments with respect to a given series will accrue additional interest at a rate equal to the interest rate on the debentures, compounded on each interest payment date, to the extent permitted by law. We may redeem the Debentures at our option at the times and the prices described in this prospectus supplement. The Debentures are a new issue of securities with no established trading market. We do not intend to apply for listing of the Debentures on any securities exchange and cannot assure the holders that an active after-market for the Debentures will develop or be sustained or that holders of the Debentures will be able to sell them at favorable prices or at all.

Investing in the Debentures involves risks. See "Risk Factors" on page S-11 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the related prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Series A

Per Series B

Debenture

Total

Debenture

Total

Public offering price (1)…………………………..

100.000%

$

400,000,000

100.000%

$

600,000,000

Underwriting discount……………………………

1.000%

$

4,000,000

1.000%

$

6,000,000

Proceeds, before expenses, to American Electric

99.000%

$

396,000,000

99.000%

$

594,000,000

Power Company, Inc. …………………………...

  1. Plus accrued interest, if any, from June 20, 2024.

_____________________

We expect that the Debentures will be ready for delivery through The Depository Trust Company for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about June 20, 2024.

_____________________

Joint Book-Running Managers

Barclays

Citigroup

J.P. Morgan

MUFG

Scotiabank

CIBC Capital

Credit Agricole CIB

Goldman Sachs & Co.

Morgan Stanley

US Bancorp

Markets

LLC

June 17, 2024

TABLE OF CONTENTS

Prospectus Supplement

Page

About this Prospectus Supplement

S-3

Summary Information

S-4

Risk Factors

S-11

Where You Can Find More Information

S-15

Use of Proceeds

S-15

Specific Terms of the Fixed-To-Fixed Reset Rate Junior Subordinated Debentures

S-16

Certain U.S. Federal Income Tax Considerations

S-27

Certain ERISA Considerations

S-33

Underwriting (Conflicts of Interest)

S-36

Legal Matters

S-43

Experts

S-43

Prospectus

Risk Factors

2

The Company

2

Prospectus Supplements

2

Where You Can Find More Information

3

Use of Proceeds

4

Description of the Senior Notes

4

Description of Common Stock

9

Description of Preferred Stock

10

Description of the Junior Subordinated Debentures

12

Description of the Stock Purchase Contracts and the Stock Purchase Units

18

Book-Entry System

19

Plan of Distribution

22

Legal Opinions

23

Experts

23

S-2

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the Debentures and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of which does not apply to the Debentures. If the description of the Debentures varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and in the accompanying prospectus and in any written communication from the Company or the underwriters specifying the final terms of the offering. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus is accurate as of the date on their respective covers. Our business, financial condition, results of operations and prospects may have changed since those dates.

S-3

SUMMARY INFORMATION

The following information supplements, and should be read together with, the information contained in the accompanying prospectus. You should carefully read this prospectus supplement and the accompanying prospectus as well as the documents they incorporate by reference, before making an investment decision. Unless we state otherwise or the context otherwise requires, references appearing in this prospectus supplement to the "Company", "we", "us" and "our" should be read to refer to American Electric Power Company, Inc. and its subsidiaries.

American Electric Power Company, Inc.

We are one of the largest investor-owned electric public utility holding companies in the United States. Our electric utility operating companies provide generation, transmission and distribution services to more than five million retail customers in Arkansas, Indiana, Kentucky, Louisiana, Michigan, Ohio, Oklahoma, Tennessee, Texas, Virginia and West Virginia.

Our portfolio of assets include:

  • Approximately 225,000 circuit miles of distribution lines that deliver electricity to 5.6 million customers;
  • Approximately 40,000 circuit miles of transmission lines, including approximately 2,100 circuit miles of 765 kV lines, the backbone of the electric interconnection grid in the eastern United States; and
  • Approximately 23,000 MWs of regulated owned generating capacity as of December 31, 2023, one of the largest complements of generation in the United States.

Our principal executive offices are located at 1 Riverside Plaza, Columbus, Ohio, and our telephone number is (614) 716-1000.

S-4

The Offering

The following summary contains basic information about this offering. For a more complete understanding of this offering, we encourage you to read this entire prospectus supplement, including "Specific Terms of the Fixed- To-Fixed Reset Rate Junior Subordinated Debentures," and the accompanying prospectus, including "Description of the Junior Subordinated Debentures."

Issuer

American Electric Power Company, Inc.

Securities Offered

$400,000,000 principal amount of 7.050% Fixed-to-Fixed Reset

Rate Junior Subordinated Debentures, Series A; and

$600,000,000 principal amount of 6.950% Fixed-to-Fixed Reset

Rate Junior Subordinated Debentures, Series B.

Denominations

$2,000 and integral multiples of $1,000 in excess thereof.

Maturity

The Series A Debentures will mature on December 15, 2054;

and the Series B Debentures will mature on December 15, 2054.

Interest

The Series A Debentures will bear interest (i) from and

including the date of the original issuance to, but excluding,

December 15, 2029 at an annual rate of 7.050% and (ii) from

and including December 15, 2029 during each Series A Interest

Reset Period at an annual rate equal to the Five-Year Treasury

Rate as of the most recent Reset Interest Determination Date,

plus 2.750%. The Series B Debentures will bear interest (i)

from and including the date of the original issuance to, but

excluding, December 15, 2034 at an annual rate of 6.950% and

(ii) from and including December 15, 2034 during each Series B

Interest Reset Period at an annual rate equal to the Five-Year

Treasury Rate as of the most recent Reset Interest Determination

Date, plus 2.675%.

Ranking

The Debentures will be our unsecured junior subordinated

obligations and will rank junior in right of payment to all of our

Senior Indebtedness (as defined in this prospectus supplement

under "Specific Terms of the Fixed-To-Fixed

Reset Rate Junior Subordinated Debentures-Ranking of the

Debentures"). As of March 31, 2024, we had approximately

$8.62 billion of Senior Indebtedness outstanding.

In addition, the Debentures are effectively subordinated to all

existing and future indebtedness and other liabilities, including

trade payables debt and preferred stock, if any, incurred or

issued by our subsidiaries. As of March 31, 2024, the total long-

term indebtedness of our subsidiaries was approximately $33.37

billion (including securities due within one year); this amount

does not include other liabilities.

S-5

Optional Redemption

The Company may redeem the Series A Debentures at its option

before their maturity: (i) in whole or in part on one or more

occasions at a price equal to 100% of the principal amount of

the Series A Debentures being redeemed, plus accrued and

unpaid interest, on any day in the period commencing on the

date falling 90 days prior to the first Series A Reset Date and

ending on and including the first Series A Reset Date and, after

the first Series A Reset Date, on any interest payment date for

the Series A Debentures; (ii) in whole, but not in part, at 100%

of their principal amount, plus any accrued and unpaid interest

thereon, if certain changes in tax laws, regulations or

interpretations occur; or (iii) in whole, but not in part, at 102%

of their principal amount, plus any accrued and unpaid interest

thereon, if a rating agency makes certain changes in the equity

credit criteria for securities such as the Series A Debentures.

The Company may redeem the Series B Debentures at its option

before their maturity: (i) in whole or in part on one or more

occasions at a price equal to 100% of the principal amount of

the Series B Debentures being redeemed, plus accrued and

unpaid interest, on any day in the period commencing on the

date falling 90 days prior to the first Series B Reset Date and

ending on and including the first Series B Reset Date and, after

the first Series B Reset Date, on any interest payment date for

the Series B Debentures; (ii) in whole, but not in part, at 100%

of their principal amount, plus any accrued and unpaid interest

thereon, if certain changes in tax laws, regulations or

interpretations occur; or (iii) in whole, but not in part, at 102%

of their principal amount, plus any accrued and unpaid interest

thereon, if a rating agency makes certain changes in the equity

credit criteria for securities such as the Series B Debentures.

For a more complete description of the circumstances under and

the redemption prices at which the Debentures may be

redeemed, see "Specific Terms of the Fixed-To-Fixed Reset

Rate Junior Subordinated Debentures-Optional Redemption,"

"Specific Terms of the Fixed-To-Fixed Reset Rate Junior

Subordinated Debentures-Right to Redeem Upon a Tax Event"

and "Specific Terms of the Fixed-To-Fixed Reset Rate Junior

Subordinated Debentures-Right to Redeem Upon a Rating

Agency Event," in this prospectus supplement.

S-6

Option to Defer Interest Payments

So long as no event of default has occurred and is continuing

with respect to the applicable series of Debentures, we have the

option to defer interest payments on the applicable Debentures,

from time to time, for one or more periods (each, an "Optional

Deferral Period") of up to 10 consecutive years (each period,

commencing on the date that the first such interest payment

would otherwise have been made on the applicable series, a

Series A Optional Deferral Period or a Series B Optional

Deferral Period). In other words, we may declare at our

discretion up to a 10-year interest payment moratorium on the

applicable Debentures and may choose to do that on more than

one occasion. We may not defer payments beyond the

redemption date or the maturity date of the Debentures, and we

may not begin a new Optional Deferral Period for the applicable

Debentures until we have paid all accrued interest on the

applicable Debentures from any previous Optional Deferral

Periods. Any deferred interest will accrue additional interest at a

rate equal to the interest rate on the then applicable series of

Debentures to the extent permitted by law. Once all accrued and

unpaid interest on the applicable Debentures has been paid, we

can begin a new Optional Deferral Period. We, however, have

no current intention of deferring interest payments on the

Debentures. See "Specific Terms of the Fixed-To-Fixed Reset

Rate Junior Subordinated Debentures-Option to Defer Interest

Payments" in this prospectus supplement.

Certain Limitations During an Optional

During a Series A Optional Deferral Period or a Series B

Deferral Period

Optional Deferral Period, we will not, and will not permit any of

our majority-owned subsidiaries to: (i) declare or pay any

dividends or distributions, or redeem, purchase, acquire or make

a liquidation payment, on any shares of capital stock of

American Electric Power Company, Inc.; (ii) make any payment

of principal of, or interest or premium, if any, on or repay,

purchase or redeem any of our debt securities that rank upon our

liquidation on a parity with or junior to the Debentures; or (iii)

make any payments with respect to any guarantee by us of debt

securities if such guarantee ranks upon liquidation on a parity

with or junior to the Debentures, subject to certain exceptions.

See "Specific Terms of the Fixed-To-Fixed Reset Rate Junior

Subordinated Debentures-Option to Defer Interest Payments"

in this prospectus supplement.

S-7

Events of Default

U.S. Federal Income Tax Considerations

See "Description of the Junior Subordinated Debentures- Events of Default" in the accompanying prospectus.

A valid extension of the interest payment rate period by the Company as contemplated in the Subordinated Indenture shall not constitute a default in the payment of interest giving rise to an "Event of Default" under the accompanying prospectus.

In connection with the issuance of the Debentures, Simpson Thacher & Bartlett LLP, special tax counsel to the Company, will render its opinion that, while the matter is not completely free from doubt, under applicable law as of the issue date of the Debentures, the Debentures will be properly characterized as indebtedness for U.S. federal income tax purposes. This opinion is subject to certain customary assumptions and limitations. See "Certain U.S. Federal Income Tax Considerations" in this prospectus supplement.

We agree, and by acquiring an interest in a Debenture each holder and beneficial owner of a Debenture agrees, to treat the Debentures as indebtedness for U.S. federal, state and local tax purposes.

S-8

If we defer interest payments on either series of the Debentures

for one or more Optional Deferral Periods, the Debentures of

such series would be treated as reissued with original issue

discount ("OID") at the time of such deferral, and all stated

interest on such Debentures due after such deferral would be

treated as OID. In such case, if you are a U.S. holder (as defined

under "Certain U.S. Federal Income Tax Considerations" in this

prospectus supplement) that owns such Debentures, you will be

required to include such OID in taxable income (as ordinary

income) as it accrues, using a constant yield method, regardless

of your regular method of accounting for U.S. federal income

tax purposes and in advance of the receipt of the cash to which

such OID is attributable.

If you sell or otherwise dispose of a Debenture before the record

date for the payment of interest at the end of an Optional

Deferral Period, you will not receive such interest. Instead, the

accrued interest will be paid to the holder of record on the

record date regardless of who the holder of record may have

been on any other date during the Optional Deferral Period.

Moreover, if you are a U.S. holder, the accrued OID will be

added to your adjusted tax basis in the Debenture but may not

be reflected in the amount you realize on the sale or other

disposition. To the extent the amount realized on a sale or other

taxable disposition of a Debenture is less than your adjusted tax

basis, you will generally recognize a capital loss for U.S.

federal income tax purposes. The deductibility of capital losses

is subject to limitations. See "Certain U.S. Federal Income Tax

Considerations-Tax Consequences to U.S. Holders-Sale,

Exchange, Retirement or Other Taxable Disposition of the

Debentures" in this prospectus supplement.

Reopening of the Series

We may, without the consent of the holders of the Debentures,

increase the principal amount of either series and issue

additional junior subordinated debentures of such series having

the same ranking, interest rate, maturity and other terms as the

Debentures. Any such additional junior subordinated debentures

of such series may, together with the Debentures of such series

offered hereby, constitute a single series of securities under the

Subordinated Indenture.

Use of Proceeds

The net proceeds from the sale of the Debentures will be used

for general corporate purposes including the payment of short-

term indebtedness. If we do not use the net proceeds

immediately, we will temporarily invest them in short-term,

interest-bearing obligations. As of June 10, 2024, we had

approximately $1.73 billion in short-term indebtedness

outstanding.

S-9

Conflicts of Interest

Certain of the underwriters or their affiliates may own our short-

term indebtedness, a portion of which is expected to be

redeemed with the net proceeds from the sale of the Debentures.

See "Underwriting (Conflicts of Interest)-Conflicts of

Interest").

Trustee

The Bank of New York Mellon Trust Company, N.A. (as

successor to The Bank of New York).

Governing Law

The Debentures, and the Subordinated Indenture and

supplemental indenture pursuant to which the Debentures will

be issued, will be governed by and construed in accordance with

the laws of the State of New York.

Listing

The Debentures are a new issue of securities with no established

trading market. We do not intend to apply for listing of the

Debentures on any securities exchange and cannot assure

holders that an active after-market for the Debentures will

develop or be sustained or that holders of the Debentures will be

able to sell them at a favorable price or at all.

S-10

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AEP - American Electric Power Company Inc. published this content on 20 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2024 20:15:24 UTC.