AEP Enters Material Definitive Agreement

TL;DR

AEP signed a big deal, filing shows. Details to come.

AI Summary

On January 9, 2025, American Electric Power Co. Inc. (AEP) entered into a material definitive agreement. The filing also includes a Regulation FD Disclosure and Financial Statements and Exhibits. AEP Transmission Company, LLC, a subsidiary, is also listed in the filing.

Why It Matters

This filing indicates a significant new agreement for American Electric Power, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• AMERICAN ELECTRIC POWER CO INC (company) — Filer
• AEP Transmission Company, LLC (company) — Subsidiary Filer
• 0000004904-25-000010 (accession_number) — Filing Accession Number
• 20250109 (date) — Period of Report

FAQ

Key Financial Figures

• $6.50 — ctric Power Company, Inc. Common Stock, $6.50 par value AEP The NASDAQ Stock Market L
• $2,820,000,000 — of the Company, for a purchase price of $2,820,000,000. The purchase price is subject to cer

Filing Documents

• aep-20250109.htm (8-K) — 40KB
• a01-2025olympuspressreleas.htm (EX-99.1) — 19KB
• aepearningsreleaselogoa10a.jpg (GRAPHIC) — 90KB
• 0000004904-25-000010.txt ( ) — 369KB
• aep-20250109.xsd (EX-101.SCH) — 3KB
• aep-20250109_def.xml (EX-101.DEF) — 18KB
• aep-20250109_lab.xml (EX-101.LAB) — 31KB
• aep-20250109_pre.xml (EX-101.PRE) — 18KB
• aep-20250109_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 9, 2025, AEP Transmission Company, LLC ("AEP Transmission"), a wholly owned subsidiary of American Electric Power Company, Inc. ("AEP"), along with Midwest Transmission Holdings, LLC (the "Company"), a newly formed wholly owned subsidiary of AEP Transmission that owns all of the issued and outstanding stock of each of AEP Indiana Michigan Transmission Company, Inc., and AEP Ohio Transmission Company, Inc., entered into a Contribution Agreement (the "Contribution Agreement") with Olympus BidCo L.P. (the "Investor"), a special purpose entity controlled by (i) investment funds managed by or affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR") and (ii) Public Sector Pension Investment Board ("PSPIB"), pursuant to which the Company agreed to issue to Investor at the closing (the "Closing"), and Investor agreed to acquire from the Company, certain newly issued membership interests of the Company, such that Investor will own 19.9% of the issued and outstanding membership interests of the Company, for a purchase price of $2,820,000,000. The purchase price is subject to certain adjustments based on capital contributions made by AEP Transmission to the Company and cash dividends and cash distributions made or declared by the Company, in each case, subject to certain limitations. The issuance of membership interests under the Contribution Agreement is subject to the satisfaction of certain customary conditions described in the Contribution Agreement, including receipt of authorization by the Federal Energy Regulatory Commission and clearance by the Committee on Foreign Investments in the United States. The Contribution Agreement contains customary representations and warranties by AEP Transmission, the Company and Investor. In addition, each of the parties has agreed to customary covenants, including customary covenants to take actions necessary to obtain applicable regulatory approvals and consumm

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 9, 2025, AEP and AEP Transmission issued a press release announcing that AEP Transmission and the Company entered into the Contribution Agreement with the Investor, a special purpose entity controlled by KKR and PSPIB, pursuant to which the Company agreed to issue to Investor and Investor agreed to acquire from the Company, certain newly issued membership interests of the Company, such that Investor will own 19.9% of the issued and outstanding membership interests of the Company, for a purchase price of $2,820,000,000. The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing .

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 American Electric Power Company, Inc. press release, dated January 9 , 202 5 . 104 Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document. 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. AEP TRANSMISSION COMPANY, INC. By: /s/ David C. House Name: David C. House Title Assistant Secretary January 10, 2025

View Full Filing

View this 8-K filing on SEC EDGAR