0001702494-18-000012.txt : 20180517 0001702494-18-000012.hdr.sgml : 20180517 20180403181144 ACCESSION NUMBER: 0001702494-18-000012 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEP Transmission Company, LLC CENTRAL INDEX KEY: 0001702494 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 461125168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215-2373 BUSINESS PHONE: 614-716-1000 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215-2373 CORRESP 1 filename1.htm Document


AEP Transmission Company, LLC
1 Riverside Plaza
Columbus, Ohio 43215
(614)716-1000
VIA EDGAR
 
April 3, 2018
 
 
Re:
AEP Transmission Company, LLC
Registration Statement on Form S-4 (File No. 333-223860)

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Reference is made to the above-referenced Registration Statement on Form S-4 (the “S-4 Registration Statement”), together with certain exhibits thereto, of AEP Transmission Company, LLC, a Delaware limited liability company (the “Registrant”), registering the Registrant’s offers to exchange $125,030,000 aggregate principal amount of its 3.10% Senior Notes, Series F due 2026 and $500,000,000 aggregate principal amount of its 3.75% Senior Notes, Series I due 2047 (collectively, the “Exchange Notes”) for any and all of its outstanding 3.10% Senior Notes, Series D due 2026 and 3.75% Senior Notes, Series H due 2047, which were offered and sold in reliance upon Rule 144A and Regulation S under the Securities Act.
The Registrant is registering the exchange offers on the S-4 Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corporation, available May 13, 1988 (“Exxon Capital”), Morgan Stanley & Co., Incorporated, available June 5, 1991 (regarding resales) and Shearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers). The Registrant hereby makes the following representations to the Staff of the Commission:
1. The Registrant has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Registrant’s information and belief without independent investigation, each person participating in the exchange offers is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes. In this regard, the Registrant will disclose to each person participating in the exchange offers that if such person is participating in the exchange offers for the purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in Exxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Registrant acknowledges that such a secondary resale transaction by such person participating in the exchange offers for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling




security holder information required by Item 507 of Regulation S-K.

2. No broker-dealer has entered into any arrangement or understanding with the Registrant or an affiliate of the Registrant to distribute the Exchange Notes. The Registrant will disclose to each person participating in the exchange offers (through the exchange offers prospectus) that any broker-dealer who receives the Exchange Notes for its own account pursuant to the exchange offers may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrant will also include in the letter of transmittal to be executed by each holder participating in the exchange offers that each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The filing fee for the S-4 Registration Statement in the amount of $77,816.24 has previously been deposited by wire transfer of same day funds to the Commission’s account at US Bank.
If you have any questions on the above-referenced S-4 Registration Statement, please contact counsel to the Registrants: Thomas G. Berkemeyer, Associate General Counsel or William E. Johnson, Senior Counsel of American Electric Power Service Corporation, an affiliate of the Registrant at (614) 716-1648 and (614) 716-1624, respectively.
Very truly yours,
 
/s/ Lonni L. Dieck
Name:
 
Lonni L. Dieck
Title:
 
Treasurer