AMERICAN ELECTRIC POWER CO INC (Form: 8-K, Received: 09/30/2022 08:38:05)

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)			September 29, 2022


AMERICAN ELECTRIC POWER COMPANY, INC.

(Exact Name of Registrant as Specified in Its Charter)


New York	1-3525	13-4922640
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification
Incorporation)		No.)

AEP TRANSMISSION COMPANY, LLC

Delaware	333-217143	46-1125168
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification
Incorporation)		No.)


1 Riverside Plaza,	Columbus,	OH	43215
(Address of Principal Executive Offices)			(Zip Code)


(Registrant's Telephone Number, Including Area Code)	(614)	716-1000

(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))

Securities registered pursuant to Section 12(b) of the Act:


Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Electric Power Company, Inc.	Common Stock, $6.50 par value	AEP	The NASDAQ Stock Market LLC
American Electric Power Company, Inc.	6.125% Corporate Units	AEPPZ	The NASDAQ Stock Market LLC


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			☐

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.
			□

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on October 26, 2021, American Electric Power Company, Inc. (AEP), AEP Transmission Company, LLC (AEPTCo) and Liberty Utilities Co., a subsidiary of Algonquin Power & Utilities Corp. (Liberty) entered into a Stock Purchase Agreement, pursuant to which AEP agreed to sell Kentucky Power Company (KPCo) and AEP Kentucky Transmission Company, Inc. (KTCo) to Liberty, for approximately a $2.85 billion enterprise value.

On September 29, 2022, AEP, AEPTCo and Liberty entered into an amendment (Amendment) to the Stock Purchase Agreement pursuant to which the purchase price was reduced to $2.646 billion and Liberty agreed to waive, upon FERC approval of the sale under Section 203 of the Federal Power Act, the Stock Purchase Agreement condition precedent to closing requiring the issuance of regulatory orders approving certain agreements for the Mitchell Plant. The Amendment also provides that the closing shall not occur prior to January 4, 2023, unless mutually agreed to by AEP and Liberty. As a result of the purchase price adjustment and anticipated delay in closing, AEP expects to receive approximately $1.2 billion in cash, net of taxes and transaction fees, as compared to approximately $1.4 billion prior to giving effect to the Amendment. AEP expects to record an additional pre-tax loss on the expected sale of KPCo and KTCo ranging from $180 million to $220 million in the third quarter of 2022 as a result of the Amendment and the change to the anticipated timing of the completion of the transaction. AEP expects to close on the sale in January 2023 following approval of the transaction from FERC, which is due by December 16.

Item 7.01 Regulation FD Disclosure.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of AEP’s press release issued in connection with the Amendment.

The information in this Item 7.01, including Exhibit 99.1, is being furnished, not filed, pursuant to Regulation FD.

Item 9.01. Financial Statements and Exhibits


99.1			American Electric Power Company, Inc. press release, dated September 30 , 2022.

104			Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document.

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.
			AEP TRANSMISSION COMPANY, INC.

			By:			/s/ David C. House
			Name:			David C. House
			Title			Assistant Secretary


MEDIA CONTACT:						ANALYSTS CONTACT:
Tammy Ridout						Darcy Reese
Director, External Communications						Vice President, Investor Relations
614/716-2347						614/716-2614

FOR IMMEDIATE RELEASE

AEP AND LIBERTY REACH AMENDED AGREEMENT ON SALE OF KENTUCKY OPERATIONS

COLUMBUS, Ohio, Sept. 30, 2022 – American Electric Power (Nasdaq: AEP) has signed an amended agreement on the sale of its Kentucky operations to Liberty and expects to close on the sale in January 2023 following approval of the transaction from the Federal Energy Regulatory Commission (FERC), which is due by Dec. 16. The amendment has no impact on AEP’s planned equity needs or operating earnings guidance.

Upon close of the sale, Liberty will acquire AEP’s Kentucky operations by purchasing all the stock of Kentucky Power and AEP Kentucky Transco for a reduced price of $2.646 billion. AEP expects to receive approximately $1.2 billion in cash, net of taxes and transaction fees. The company anticipates recording a pre-tax GAAP loss ranging from $180 million to $220 million in the third quarter of 2022 as a result of the amendment and the change to the expected timing of the completion of the transaction.

“I want to thank the employees in Kentucky for their continued focus on delivering safe and reliable power to customers. This sale will provide significant benefits to customers in eastern Kentucky to help offset volatile fuel prices and support economic growth. It also will support AEP’s ability to invest in projects throughout our regulated businesses that will enable the move to a clean, more reliable and resilient energy system,” said Nicholas K. Akins, AEP chair and chief executive officer.

“The updated timeline for closing the sale will not have an impact on our planned equity needs or the operating earnings guidance we have provided,” said Julie Sloat, AEP president and chief financial officer. “We look forward to receiving approval from FERC and completing the transaction to allow the customer benefits to begin flowing.”

AEP also announced that Brett Mattison, president and chief operating officer (COO) of Kentucky Power, has been named president and COO of Southwestern Electric Power Company, effective Jan. 1. Mattison succeeds Malcolm Smoak, who is retiring from the company at that time. Liberty previously announced David Swain will lead the Kentucky operations when the transaction is finalized. Liberty is the regulated utility business of Algonquin Power & Utilities Corp. (NYSE: AQN).

American Electric Power, based in Columbus, Ohio, is powering a cleaner, brighter energy future for its customers and communities. AEP’s approximately 16,700 employees operate and maintain the nation’s largest electricity transmission system and more than 224,000 miles of distribution lines to safely deliver reliable and affordable power to 5.5 million regulated customers in 11 states. AEP also is one of the nation’s largest electricity producers with approximately 31,000 megawatts of diverse generating capacity, including more than 7,100 megawatts of renewable energy. The company’s plans include growing its renewable generation portfolio to approximately 50% of total capacity by 2030. AEP is on track to reach an 80% reduction in carbon dioxide emissions from 2000 levels by 2030 and has committed to achieving net zero by 2050. AEP is recognized consistently for its focus on sustainability, community engagement, and diversity, equity and inclusion. AEP’s family of companies includes utilities AEP Ohio, AEP Texas, Appalachian Power (in Virginia and West Virginia), AEP Appalachian Power (in Tennessee), Indiana Michigan Power, Kentucky Power, Public Service Company of Oklahoma, and Southwestern Electric Power Company (in Arkansas, Louisiana, east Texas and the Texas Panhandle). AEP also owns AEP Energy, which provides innovative competitive energy solutions nationwide. For more information, visit aep.com.

This report made by American Electric Power and its Registrant Subsidiaries contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Although AEP and each of its Registrant Subsidiaries believe that their expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are: changes in economic conditions, electric market demand and demographic patterns in AEP service territories; the impact of pandemics, including COVID-19, and any associated disruption of AEP’s business operations due to impacts on economic or market conditions, costs of compliance with potential government regulations and employees’ reactions to those regulations, electricity usage, supply chain issues, customers, service providers, vendors and suppliers; the economic impact of escalating global trade tensions including the conflict between Russia and Ukraine, and the adoption or expansion of economic sanctions or trade restrictions; inflationary or deflationary interest rate trends; volatility in the financial markets, particularly developments affecting the availability or cost of capital to finance new capital projects and refinance existing debt; the availability and cost of funds to finance working capital and capital needs, particularly if expected sources of capital, such as proceeds from the sale of assets or subsidiaries, do not materialize, and during periods when the time lag between incurring costs and recovery is long and the costs are material; decreased demand for electricity; weather conditions, including storms and drought conditions, and AEP’s ability to recover significant storm restoration costs; the cost of fuel and its transportation, the creditworthiness and performance of fuel suppliers and transporters and the cost of storing and disposing of used fuel, including coal ash and spent nuclear fuel; the availability of fuel and necessary generation capacity and the performance of generation plants; AEP’s ability to recover fuel and other energy costs through regulated or competitive electric rates; the ability to transition from fossil generation and the ability to build or acquire renewable generation, transmission lines and facilities (including the ability to obtain any necessary regulatory approvals and permits) when needed at acceptable prices and terms, including favorable tax treatment, and to recover those costs; new legislation, litigation and government regulation, including changes to tax laws and regulations, oversight of nuclear generation, energy commodity trading and new or heightened requirements for reduced emissions of sulfur, nitrogen, mercury, carbon, soot or particulate matter and other substances that could impact the continued operation, cost recovery, and/or profitability of AEP’s generation plants and related assets; the risks associated with fuels used before, during and after the generation of electricity, including coal ash and nuclear fuel; timing and resolution of pending and future rate cases, negotiations and other regulatory decisions, including rate or other recovery of new investments in generation, distribution and transmission service and environmental compliance; resolution of litigation; AEP’s ability to constrain operation and maintenance costs; prices and demand for power generated and sold at wholesale; changes in technology, particularly with respect to energy storage and new, developing, alternative or distributed sources of generation; AEP’s ability to recover through rates any remaining unrecovered investment in generation units that may be retired before the end of their previously projected useful lives; volatility and changes in markets for coal and other energy-related commodities, particularly changes in the price of natural gas; changes in utility regulation and the allocation of costs within regional transmission organizations, including ERCOT, PJM and SPP; changes in the

creditworthiness of the counterparties with contractual arrangements, including participants in the energy trading market; actions of rating agencies, including changes in the ratings of debt; the impact of volatility in the capital markets on the value of the investments held by AEP’s pension, other postretirement benefit plans, captive insurance entity and nuclear decommissioning trust and the impact of such volatility on future funding requirements; accounting standards periodically issued by accounting standard-setting bodies; other risks and unforeseen events, including wars and military conflicts, the effects of terrorism (including increased security costs), embargoes, naturally occurring and human-caused fires, cyber security threats and other catastrophic events; and the ability to attract and retain the requisite work force and key personnel.

AEP may use its website as a distribution channel for material company information. Financial and other important information regarding AEP is routinely posted on and accessible through AEP’s website at https://www.aep.com/investors/. In addition, you may automatically receive email alerts and other information about AEP when you enroll your email address by visiting the “Email Alerts” section at https://www.aep.com/investors/.