0000004904-16-000077.txt : 20160630 0000004904-16-000077.hdr.sgml : 20160630 20160630150946 ACCESSION NUMBER: 0000004904-16-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160630 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20160630 DATE AS OF CHANGE: 20160630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ELECTRIC POWER CO INC CENTRAL INDEX KEY: 0000004904 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 134922640 STATE OF INCORPORATION: NY FISCAL YEAR END: 1020 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03525 FILM NUMBER: 161742883 BUSINESS ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 614-716-1000 MAIL ADDRESS: STREET 1: 1 RIVERSIDE PLAZA CITY: COLUMBUS STATE: OH ZIP: 43215 FORMER COMPANY: FORMER CONFORMED NAME: KINGSPORT UTILITIES INC DATE OF NAME CHANGE: 19660906 8-K 1 aep06-20168k.htm AEP 8-K CREATION OF DIRECT FINANCIAL OBLIGATION Document


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)
June 30, 2016
AMERICAN ELECTRIC POWER COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
1-3525
New York
13-4922640
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)
1 Riverside Plaza, Columbus, OH
43215
(Address of Principal Executive Offices)
(Zip Code)
614-716-1000
(Registrant’s Telephone Number, Including Area Code)
None
(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))




ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On June 30, 2016, American Electric Power Company, Inc. (“AEP”) restructured its two existing $1,750,000,000 credit agreements to consist of a 5-year $3,000,000,000 facility (June 2021 maturity) and a 2-year $500,000,000 facility (June 2018 maturity).

AEP entered into a $3,000,000,000 Fourth Amended and Restated Credit Agreement, dated June 30, 2016, among AEP, the Initial Lenders named therein, the LC Issuing Banks party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. This Credit Agreement amends and restates the $1,750,000,000 Third Amended and Restated Credit Agreement, dated as of November 10, 2014, among AEP, the Lenders party thereto, the LC Issuing Banks named therein and JPMorgan Chase Bank, N.A., as Administrative Agent. Among the changes to the Credit Agreement were an increase in the commitment amount and the extension of the termination date by four years.

AEP also entered into a $500,000,000 Third Amended and Restated Credit Agreement, dated June 30, 2016, among AEP, the Initial Lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent. This Credit Agreement amends and restates the $1,750,000,000 Second Amended and Restated Credit Agreement, dated November 10, 2014, among AEP, the Initial Lenders named therein, the LC Issuing Banks party thereto, and Barclays Bank PLC, as Administrative Agent. Among the changes to the Credit Agreement were a reduction in the commitment amount and the elimination of letters of credit.

Borrowings and letters of credit issued under the Credit Agreements 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/ Thomas G. Berkemeyer
 
Name:
Thomas G. Berkemeyer
 
Title:
Assistant Secretary
 
June 30, 2016