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August 11, 2020
AEP Announces Pricing of Equity Units to Fund Capital Investment Plan, Repay Debt and Other General Corporate Purposes
COLUMBUS, Ohio, Aug. 11, 2020 – American Electric Power (NYSE: AEP) today announced that the company has priced its offering of 15 million equity units or $750 million stated amount. The transaction is expected to close Aug. 14, subject to customary closing conditions.
Each equity unit will be issued in a stated amount of $50 and will consist of a contract to purchase AEP common stock in 2023 and a 1/20 undivided beneficial ownership interest in an AEP junior subordinated debenture due 2025 to be issued in the principal amount of $1,000. Total annual distributions on the equity units will be at the rate of 6.125%, consisting of interest on the junior subordinated debentures and payments under the stock purchase contracts. The threshold appreciation price for the equity units is $99.95 per share, which represents a premium of approximately 20 percent over the reference price of $83.29. Under the purchase contract, holders will be required to purchase a variable number of shares of AEP stock no later than Aug. 15, 2023.
AEP has granted the underwriters an option to purchase up to 2 million additional equity units, or an additional aggregate stated amount of $100 million during the 13-day period beginning on, and including, the initial issuance date of the equity units.
AEP intends to use the net proceeds from the sale of the equity units, which are projected to be approximately $732 million (after deducting the underwriting discount and other offering expenses and without giving effect to the option described above), to help fund the company’s overall capital expenditure plans, to repay debt or for other general corporate purposes. Other than this offering, there are no changes to AEP’s existing financing plan.
J.P. Morgan Securities LLC and Mizuho Securities USA LLC are joint book-running managers for the offering.
The offering is made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. The offer may be made only by means of a prospectus and the related prospectus supplement. Copies of these documents may be obtained by contacting J.P. Morgan Securities LLC by calling 1-866-803-9204, or by mail at J.P. Morgan Securities LLC c/o Broadridge Financial Solutions, 1155 Long Island Ave., Edgewood, NY 11717, or by email at firstname.lastname@example.org; Mizuho Securities USA LLC by mail at Mizuho Securities USA LLC, Attention: Equity Syndicate Department, 1271 Avenue of the Americas, 3rd Floor, New York, NY 10020, Telephone: (866) 271-7403.
American Electric Power, based in Columbus, Ohio, is focused on building a smarter energy infrastructure and delivering new technologies and custom energy solutions to our customers. AEP’s approximately 17,400 employees operate and maintain the nation’s largest electricity transmission system and nearly 221,000 miles of distribution lines to efficiently deliver safe, reliable power to nearly 5.5 million regulated customers in 11 states. AEP also is one of the nation’s largest electricity producers with approximately 30,000 megawatts of diverse generating capacity, including 5,200 megawatts of renewable energy. AEP’s family of companies includes utilities AEP Ohio, AEP Texas, Appalachian Power (in Virginia and West Virginia), AEP Appalachian Power (in Tennessee), Indiana Michigan Power, Kentucky Power, Public Service Company of Oklahoma, and Southwestern Electric Power Company (in Arkansas, Louisiana and east Texas). AEP also owns AEP Energy, AEP Energy Partners, AEP OnSite Partners and AEP Renewables, which provide innovative competitive energy solutions nationwide.
This report made by American Electric Power contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Although AEP believes that its expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to differ materially from those projected. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are: changes in economic conditions, electric market demand and demographic patterns in AEP service territories; the impact of pandemics, including COVID-19, and any associated disruption of AEP's business operations due to impacts on economic or market conditions, electricity usage, employees, customers, service providers, vendors and suppliers; inflationary or deflationary interest rate trends; volatility in the financial markets, particularly developments affecting the availability or cost of capital to finance new capital projects and refinance existing debt; the availability and cost of funds to finance working capital and capital needs, particularly during periods when the time lag between incurring costs and recovery is long and the costs are material; decreased demand for electricity; weather conditions, including storms and drought conditions, and the ability to recover significant storm restoration costs; the cost of fuel and its transportation, the creditworthiness and performance of fuel suppliers and transporters and the cost of storing and disposing of used fuel, including coal ash and spent nuclear fuel; the availability of fuel and necessary generation capacity and the performance of generation plants; the ability to recover fuel and other energy costs through regulated or competitive electric rates; the ability to build or acquire renewable generation, transmission lines and facilities (including the ability to obtain any necessary regulatory approvals and permits) when needed at acceptable prices and terms and to recover those costs; new legislation, litigation and government regulation, including oversight of nuclear generation, energy commodity trading and new or heightened requirements for reduced emissions of sulfur, nitrogen, mercury, carbon, soot or particulate matter and other substances that could impact the continued operation, cost recovery, and/or profitability of the generation plants and related assets; evolving public perception of the risks associated with fuels used before, during and after the generation of electricity, including coal ash and nuclear fuel; timing and resolution of pending and future rate cases, negotiations and other regulatory decisions, including rate or other recovery of new investments in generation, distribution and transmission service, environmental compliance; resolution of litigation; the ability to constrain operation and maintenance costs; prices and demand for power generated and sold at wholesale; changes in technology, particularly with respect to energy storage and new, developing, alternative or distributed sources of generation; the ability to recover through rates any remaining unrecovered investment in generation units that may be retired before the end of their previously projected useful lives; volatility and changes in markets for coal and other energy-related commodities, particularly changes in the price of natural gas; changes in utility regulation and the allocation of costs within regional transmission organizations, including ERCOT, PJM and SPP; changes in the creditworthiness of the counterparties with contractual arrangements, including participants in the energy trading market; actions of rating agencies, including changes in the ratings of debt; the impact of volatility in the capital markets on the value of the investments held by the pension, other postretirement benefit plans, captive insurance entity and nuclear decommissioning trust and the impact of such volatility on future funding requirements; accounting standards periodically issued by accounting standard-setting bodies; other risks and unforeseen events, including wars, the effects of terrorism (including increased security costs), embargoes, naturally occurring and human-caused fires, cyber security threats and other catastrophic events; and the ability to attract and retain the requisite work force and key personnel.
Managing Director, External Communications
Managing Director, Investor Relations