UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of report (Date of earliest event reported) | April 7, 2022 | ||||
| AMERICAN ELECTRIC POWER COMPANY, INC. | ||
(Exact Name of Registrant as Specified in Its Charter)
| New York | 1-3525 | 13-4922640 | ||||||
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification | ||||||
| Incorporation) | No.) | |||||||
| 1 Riverside Plaza, | Columbus, | OH | 43215 | ||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
| (Registrant's Telephone Number, Including Area Code) | (614) | 716-1000 | |||||||||
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $6.50 par value | AEP | The NASDAQ Stock Market LLC | ||||||
| 6.125% Corporate Units | AEPPZ | The NASDAQ Stock Market LLC | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging growth company | ☐ | ||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |||||
| □ | |||||
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On April 7, 2022, American Electric Power Company, Inc. (“AEP”) amended and extended two existing credit agreements, a five-year $4,000,000,000 facility (extending the maturity from March 2026 to March 2027) (the “2027 Agreement”) and a two-year $1,000,000,000 facility (extending the maturity from March 2023 to March 2024), (the “2024 Agreement” and, collectively with the 2027 Agreement, the “Credit Agreements”).
AEP amended and extended the 2027 Agreement, dated March 31, 2021, among AEP, the Initial Lenders named therein, the LC Issuing Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. The 2027 Agreement contains a sustainability-linked pricing metric which permits an interest rate increase or reduction by meeting or missing targets related to environmental sustainability, specifically renewable energy generation.
AEP also amended and extended the 2024 Agreement, dated March 31, 2021, among AEP, the Initial Lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent. The 2024 Agreement also contains a sustainability-linked pricing metric which permits an interest rate increase or reduction by meeting or missing targets related to environmental sustainability, specifically renewable energy generation.
Borrowings and letters of credit issued under the Credit Agreements are subject to a variable interest rate and are available upon customary terms and conditions for facilities of this type. The Credit Agreements contain certain covenants and require AEP to maintain its percentage of debt to total capitalization at a level that does not exceed 67.5%. The method for calculating outstanding debt and other capital is contractually defined in the Credit Agreements. Nonperformance by AEP of these covenants could result in an event of default under the Credit Agreements. The acceleration of AEP’s payment obligations, or the obligations of certain of its respective subsidiaries, prior to maturity under any other agreement or instrument relating to debt outstanding in excess of $50 million would cause an event of default under the Credit Agreements and permit the lenders to declare AEP’s outstanding amounts payable. The Credit Agreements do not permit the lenders to refuse a draw on either facility if a material adverse change occurs.
SIGNATURE
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.
| AMERICAN ELECTRIC POWER COMPANY, INC. | ||||||||
| By: | /s/ David C. House | |||||||
| Name: | David C. House | |||||||
| Title: | Assistant Secretary | |||||||
April 7, 2022