Item 8.01. Other Events
On June 2, 2023, American Electric Power Company, Inc. (the “Company”) completed the remarketing (the “Remarketing”) of $850,000,000 aggregate principal amount of its 1.30% Junior Subordinated Debentures due 2025 (the “2025 Debentures”), originally issued as components of its Equity Units, initially consisting of Corporate Units (the “Corporate Units”) in August 2020. The Remarketing of the 2025 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 2025 Debentures were remarketed into $850,000,000 aggregate principal amount of 5.699% Junior Subordinated Notes due 2025 (the “Remarketed Debentures”).
In connection with the Remarketing, the Company entered into the Remarketing Agreement, dated as of May 4, 2023 (the “Remarketing Agreement”), by and among the Company and J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as the remarketing agents, a form of which is included as Exhibit P to the Purchase Contract and Pledge Agreement, dated as of August 14, 2020, 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 August 17, 2020. In connection with the Remarketing and pursuant to Supplemental Indenture No. 5 referenced below, the interest rate on the 2025 Debentures was reset to 5.699% per annum.
The 2025 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. 2 thereto, dated as of August 14, 2020 (the “Supplemental Indenture No. 2”), 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. 5, dated as of June 2, 2023 (the “Supplemental Indenture No. 5”), to the Base Indenture with the Trustee. Pursuant to the Supplemental Indenture No. 5, certain of the terms of the 2025 Debentures were modified. Among other things, the 2025 Debentures were redesignated as the 5.699% Junior Subordinated Notes due 2025 and interest will be payable on February 15 and August 15 of each year, until maturity. The Remarketed Debentures mature on August 15, 2025.
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 August 10, 2023. The Company expects that a portion of the funds generated upon maturity of the portfolio will be used to settle with the Company on August 15, 2023 the purchase contracts issued as part of the Corporate Units.
The foregoing summary description of the Supplemental Indenture No. 5 and the Remarketed Debentures is not complete and is qualified in its entirety by reference to the Supplemental Indenture No. 5 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.
