Hunton Andrews Kurth advised the sales agents on the deal.
On November 6, 2020, American Electric Power Company, Inc. (the “Company”) entered into a Distribution Agreement (the “Distribution Agreement”) with Credit Suisse Securities (USA) LLC, Barclays Capital Inc., BofA Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc. and Scotia Capital (USA) Inc., as sales agents (each, a “Sales Agent” and collectively, the “Sales Agents”) and Credit Suisse Capital LLC, Barclays Bank PLC, Bank of America, N.A. and Citibank, N.A., as Forward Purchasers (each, a “Forward Purchaser” and collectively, the “Forward Purchasers”), pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $1 billion of its common stock, par value $6.50 per share (the “Common Stock”), through the Sales Agents. Sales of the Common Stock made pursuant to the Distribution Agreement, if any, may be made in “at the market offerings” as defined in Rule 415 of the Securities Act, including sales made directly on the Nasdaq Global Select Market, the existing trading market for shares of our common stock, or sales made to or through a market maker or through an electronic communications network or by such other methods, including privately negotiated transactions (including block transactions), as we and any Sales Agent agree to in writing. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. Any shares sold will be offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-249918) filed with the Securities and Exchange Commission on November 6, 2020.
AEP, based in Columbus, Ohio, operates and maintains the nation’s largest electricity transmission system and more than 227,000 miles of distribution lines to efficiently deliver safe, reliable power to nearly 5.4 million regulated customers in 11 states. AEP also is one of the nation’s largest electricity producers with approximately 26,000 megawatts of diverse generating capacity, including approximately 2,856 megawatts of renewable energy. 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 and east Texas).
The Hunton Andrews Kurth team included Bud Ellis (Picture), Steven Friend, Joseph Buonanno, Patrick Jamieson, Michelle Chan and Mae Ji. Robert McNamara and Tim Strother provided tax advice.
Involved fees earner: Joseph Buonanno – Hunton Andrew Kurth; Michelle Chan – Hunton Andrew Kurth; Bud Ellis – Hunton Andrew Kurth; Steven Friend – Hunton Andrew Kurth; Patrick Jamieson – Hunton Andrew Kurth; Mae Ji – Hunton Andrew Kurth; Robert McNamara – Hunton Andrew Kurth; Tim Strother – Hunton Andrew Kurth;
Law Firms: Hunton Andrew Kurth;