American Electric Power : 5.45% Senior Notes, Series N, due 2036
AEP
Published on 06/25/2025 at 13:21
Prospectus Supplement
(To Prospectus dated September 24, 2024)
Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. The Senior Notes will mature on January 15, 2036. We may redeem the Senior Notes either in whole or in part at our option at any time, and from time to time, at the applicable redemption price described below under "Supplemental Description of the Senior Notes-Optional Redemption" on page S-5 of this prospectus supplement. The Senior Notes do not have the benefit of a sinking fund.
The Senior Notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness from time to time outstanding and will be effectively subordinated to all of our secured debt, to the extent of the assets securing such debt. We will issue the Senior Notes only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Per Note Total
Public offering price(1) 99.916% $799,328,000
Underwriting discount 0.650% $5,200,000 Proceeds, before expenses, to Public Service Company
of Oklahoma(1) 99.266% $794,128,000
(1)Plus accrued interest, if any, from June 25, 2025.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Senior Notes or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The Senior Notes are expected to be delivered in book-entry form only through The Depository Trust Company for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about June 25, 2025.
Joint Book-Running Managers
Co-Manager
The date of this prospectus supplement is June 23, 2025.
RISK FACTORS
S-3
WHERE YOU CAN FIND MORE INFORMATION
S-3
USE OF PROCEEDS
S-3
SUPPLEMENTAL DESCRIPTION OF THE SENIOR NOTES
S-4
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
S-8
UNDERWRITING
S-12
LEGAL OPINIONS
S-18
EXPERTS
S-18
Prospectus
THE COMPANY 2
RISK FACTORS 2
PROSPECTUS SUPPLEMENTS 2
USE OF PROCEEDS 3
WHERE YOU CAN FIND MORE INFORMATION 2
PLAN OF DISTRIBUTION 9
DESCRIPTION OF THE NOTES 3
LEGAL OPINIONS 10
EXPERTS 10
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the Senior Notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of which does not apply to the Senior Notes. If the description of the Senior Notes varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and in the accompanying prospectus and in any written communication from the Company or the underwriters specifying the final terms of the offering. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein are accurate as of the date on their respective covers. Our business, financial condition, results of operations and prospects may have changed since those respective dates.
Investing in the Senior Notes involves risk. Please see the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which are incorporated by reference in this prospectus supplement and the accompanying prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. The risks and uncertainties described are those presently known to us.
The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (including any documents filed after the date of the initial registration statement and prior to its effectiveness) until we sell all the notes.
Annual Report on Form 10-K for the year ended December 31, 2024; and
Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Investor Relations
American Electric Power Service Corporation
1 Riverside Plaza
Columbus, Ohio 43215
614-716-1000
You should rely only on the information incorporated by reference or provided in the accompanying prospectus, this prospectus supplement, or any supplement and in any written communication from us or any underwriter specifying the final terms of the particular offering. We have not authorized anyone else to provide you with different information. We are not making an offer of the Senior Notes in any state where the offer is not permitted. You should not assume that the information in the accompanying prospectus, this prospectus supplement, or any supplement is accurate as of any date other than the date on the front of those documents.
The net proceeds from the sale of the Senior Notes will be used for general corporate purposes, including repaying advances from affiliates, funding our construction program, funding a portion of the costs related to the acquisition of generation assets and replenishing working capital. On June 5, the Oklahoma Corporation Commission approved the Company's application to acquire Green Country Power Plant, a 795 MW combined cycle natural gas-fired generation plant in Jenks, Oklahoma. The closing is expected by the end of June of this year. If we do not use the net proceeds immediately, we may temporarily invest them in short-term, interest bearing obligations. At June 17, 2025, we had $449 million in advances from affiliates outstanding.
The following description of the particular terms of the Senior Notes supplements and in certain instances replaces the description of the general terms and provisions of the Senior Notes under "Description of the Notes" in the accompanying prospectus. We will issue the Senior Notes under an Indenture, dated as of November 1, 2000, between us and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), as supplemented and amended and as to be further supplemented and amended as of the issue date for the Senior Notes.
The Senior Notes will initially be issued in an aggregate principal amount of $800,000,000. We may at any time and from time to time, without consent of the holders of the Senior Notes, issue additional notes having the same ranking, interest rate, maturity and other terms (other than the date of issuance, issue price and, in some circumstances, the initial interest accrual date and initial interest payment date) as the Senior Notes. These additional notes, together with the Senior Notes, will constitute a single series of notes under the Indenture; provided, however, that if such additional notes are not fungible with the Senior Notes offered hereby for U.S. federal income tax purposes, such additional notes will not have the same "CUSIP" number as the Senior Notes offered hereby.
The Senior Notes will mature and become due and payable, together with any accrued and unpaid interest, on January 15, 2036 and will bear interest at the rate of 5.45% per year from June 25, 2025 until January 15, 2036. The Senior Notes are not subject to any sinking fund provision.
Interest on each Senior Note will be payable semi-annually in arrears on each January 15 and July 15 (the "Interest Payment Date") and at redemption, if any, or maturity. The initial Interest Payment Date is January 15, 2026. Each payment of interest shall include interest accrued from June 25, 2025, or the immediately preceding Interest Payment Date, through the day before the next Interest Payment Date. Interest on the Senior Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
We will pay interest on the Senior Notes (other than interest payable at redemption, if any, or maturity) in immediately available funds to the registered holders of the Senior Notes as of the Regular Record Date (as defined below) for each Interest Payment Date.
We will pay the principal amount of the Senior Notes and any premium and interest payable at redemption, if any, or at maturity in immediately available funds delivered to the Trustee, and the Trustee will forward such funds to the applicable depositary for payments to its participants for subsequent disbursement to the beneficial owners of the Senior Notes. See - Global Clearance and Settlement Procedures.
The Senior Notes will be issued in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
If any Interest Payment Date, redemption date or the maturity is not a Business Day (as defined below), we will pay all amounts due on the next succeeding Business Day and no additional interest will be paid.
The "Regular Record Date" will be the January 1 or July 1 prior to the relevant Interest Payment Date (whether or not a Business Day).
"Business Day" means any day that is not a Saturday or Sunday or any other day on which banking institutions in New York City are authorized or required by law or regulation to close.
We may redeem the Senior Notes at our option at any time upon no more than 60 and not less than 30 days' notice (either by mail or in compliance with the applicable procedures of DTC).
Prior to October 15, 2035 (three months prior to the maturity date (the "Par Call Date")), we may redeem the Senior Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of:
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Senior Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the redemption date; and
100% of the principal amount of the Senior Notes to be redeemed,
plus, in each case, accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after the Par Call Date, we may redeem the Senior Notes at our option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
For purposes of these redemption provisions, the following term has the following meaning. "Treasury Rate" means, with respect to any redemption date, the yield determined by us in
accordance with the following two paragraphs.
The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as "Selected Interest Rates (Daily)-H.15" (or any successor designation or publication) ("H.15") under the caption "U.S. government securities-Treasury constant maturities-Nominal" (or any successor caption or heading) ("H.15 TCM"). In determining the Treasury Rate, we shall select, as applicable:
the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the "Remaining Life"); or
if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields-one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life-and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
Disclaimer
AEP - American Electric Power Company Inc. published this content on June 25, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 25, 2025 at 17:20 UTC.