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
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| Date of report (Date of earliest event reported) | March 31, 2023 |
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| AMERICAN ELECTRIC POWER COMPANY, INC. |
(Exact Name of Registrant as Specified in Its Charter)
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| New York | 1-3525 | 13-4922640 |
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification |
| Incorporation) | | No.) |
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| 1 Riverside Plaza, | Columbus, | OH | 43215 |
| (Address of Principal Executive Offices) | (Zip Code) |
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| (Registrant's Telephone Number, Including Area Code) | (614) | 716-1000 | |
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(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):
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| ☐ | 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:
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| 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 |
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| 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 | ☐ |
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| 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. |
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On March 31, 2023, American Electric Power Company, Inc. (“AEP”) amended and extended an existing credit agreement, a two-year $1,000,000,000 facility, by extending the maturity from March 2024 to March 2025 (the “Credit Agreement”).
AEP amended and extended the Credit Agreement, dated March 31, 2021, as amended by that certain First Amendment to Credit Agreement, dated as of April 7, 2022, among AEP, the certain Lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit 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.
Borrowings and letters of credit issued under the Credit Agreement are subject to a variable interest rate and are available upon customary terms and conditions for facilities of this type. The Credit Agreement contain certain covenants and requires 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 Agreement. Nonperformance by AEP of any covenant could result in an event of default under the Credit Agreement. 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 Agreement and permit the lenders to declare AEP’s outstanding amounts payable. The Credit Agreement does 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.
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| AMERICAN ELECTRIC POWER COMPANY, INC. |
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| By: | /s/ David C. House |
| Name: | David C. House |
| Title: | Assistant Secretary |
April 4, 2023
