Executive Brief

  • American Electric Power Company, Inc. entered into an underwriting agreement on September 23, 2025, to issue $2 billion aggregate principal amount of junior subordinated debentures due 2056 (Item 8.01, Exhibit 1(a)).
  • The offering consists of $1.1 billion of 5.800% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series C, and $900 million of 6.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series D (Item 8.01).
  • The debentures will be issued under the existing Indenture dated March 1, 2008, as amended and supplemented by a Supplemental Indenture dated September 25, 2025 (Item 8.01, Exhibit 4(a)).
  • The underwriting syndicate is led by BofA Securities, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, and Truist Securities, Inc. (Item 8.01).
  • Legal opinions regarding the debentures' legality and tax matters are provided by William E. Johnson and Gibson, Dunn & Crutcher LLP, respectively (Item 9.01, Exhibits 5(a), 8(a)).
  • The offering is registered under a Form S-3 registration statement (File No. 333-284963) declared effective by the SEC (Exhibit 1(a)).
  • No financial guidance, use of proceeds, or dilution details are disclosed in this filing (Item 8.01).
  • The debentures have fixed interest rates with fixed reset features and mature in 2056, indicating long-term debt issuance (Item 8.01).
  • No mention of materiality qualifiers, forward-looking statements, or risk factors is included in this filing.
  • This is new information; no indication it was previously announced.

Item-by-Item Analysis

Item 8.01 – Other Events

  • What happened: American Electric Power Company, Inc. entered into an underwriting agreement for a $2 billion offering of junior subordinated debentures.
  • Parties/terms: $1.1 billion of 5.800% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series C, and $900 million of 6.050% Fixed-to-Fixed Reset Rate Junior Subordinated Debentures, Series D, both due 2056.
  • The debentures are issued under the Indenture dated March 1, 2008, as amended by a Supplemental Indenture dated September 25, 2025.
  • Underwriters: BofA Securities, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Truist Securities, Inc.
  • No details on pricing beyond stated interest rates, no use of proceeds disclosed.
  • Source: (Item 8.01, para 1), (Exhibit 1(a), 4(a))

Item 9.01 – Financial Statements and Exhibits

  • Exhibits filed include:
    • 1(a) Underwriting Agreement dated September 23, 2025.
    • 4(a) Supplemental Indenture No. 7 dated September 25, 2025.
    • 4(b) Form of the Debentures (included in 4(a)).
    • 5(a) Legal opinion on debentures' legality by William E. Johnson.
    • 8(a) Tax opinion by Gibson, Dunn & Crutcher LLP.
  • Source: (Item 9.01, para (c))

Exhibits Summary

  • Exhibit 1(a): Underwriting Agreement detailing the offering structure, parties, and registration statement references.
  • Exhibit 4(a): Supplemental Indenture establishing terms of the Series C and D Debentures.
  • Exhibit 4(b): Form of Debentures included in the Supplemental Indenture.
  • Exhibit 5(a): Legal opinion confirming legality of the debentures.
  • Exhibit 8(a): Tax opinion addressing tax matters related to the debentures.

Financial & Dilution Impact

  • $2 billion long-term debt issuance increases leverage; maturity in 2056.
  • Fixed interest rates: 5.800% (Series C) and 6.050% (Series D).
  • No information on use of proceeds or impact on cash flows.
  • No equity dilution as this is debt issuance.

Timeline & Required Actions

  • Underwriting Agreement executed September 23, 2025.
  • Supplemental Indenture dated September 25, 2025.
  • Prospectus supplement to be filed under Rule 424(b).
  • Closing conditions and settlement dates unknown.

Risks & Monitoring

  • No explicit risk factors or material adverse change clauses disclosed.
  • Monitor for final pricing, use of proceeds, and impact on credit metrics.
  • Watch for any future disclosures on covenant terms or ratings impact.

Metadata & Quality Checks

  • No OCR or parsing issues noted.
  • Non-GAAP reconciliation: Unknown.
  • Forward-looking statements: Not present.
  • Related-party transactions: None disclosed.

Final Checklist

  • Identified Items: 8.01, 9.01
  • Extracted key facts and terms
  • Summarized exhibits and incremental info
  • Quantified financial impact where possible
  • Noted timeline and next steps
  • Highlighted risks and monitoring points
  • Metadata and quality checks completed

Original Filing